AMONG

1
Exhibit 4.1

$110,000,000

AMENDED AND RESTATED LOAN AGREEMENT

AMONG

PANTHERS BRHC LIMITED

("BORROWER"),

THE BANKS SIGNATORY HERETO

(the "LENDERS")

and

THE BANK OF NOVA SCOTIA,

NEW YORK AGENCY

("AGENT"),

individually and as Agent for itself and

the Lenders

====================================

DATED AS OF: JUNE 25, 1997

====================================
2

TABLE OF CONTENTS

PAGE

ARTICLE 1

RULES OF USAGE; DEFINITIONS

SECTION 1.1.
Rules of Usage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
--------------
SECTION 1.2.
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
-----------

ARTICLE 2

THE FACILITY

SECTION 2.1.
The Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
------------
SECTION 2.2. Facility Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
---------------------
(a) Mandatory Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
----------------------
(b) Additional Cash Flow Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
---------------------------------
(c) Optional Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
--------------------
(d) Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
--------
(e) Breakage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
--------
SECTION 2.3. [Intentionally omitted] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 2.4. Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
--------
(a) Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
-----
(b) Requests for Designation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
------------------------
(c) Portions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
--------
(d) Maximum Number of Portions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
--------------------------
(e) After Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
-------------
(f) Automatic Conversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
--------------------
(g) Notice of Change in Base Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
-----------------------------
SECTION 2.5. Interest Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
----------------
(a) Facility Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
-----------------
(b) Default Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
----------------
SECTION 2.6. Increased Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
---------------
SECTION 2.7. INCREASED CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
-----------------
SECTION 2.8. LIBOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
-----
(a) Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
----------
(b) Unavailable/Insufficient . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
------------------------
SECTION 2.9. Payments and Computations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
-------------------------
(a) Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
--------
(b) Computations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
------------
(c) Business Days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
-------------
(d) Distributions by Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
----------------------
SECTION 2.10. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
-----
(a) No Deduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
------------

PAGE

(b) Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
---------
(c) Representation by Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
-------------------------
SECTION 2.11. Sharing of Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
-------------------
SECTION 2.12. Costs and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
------------------
SECTION 2.13. Replacement of Lender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
---------------------

ARTICLE 3

CONDITIONS PRECEDENT

SECTION 3.1. Conditions Precedent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
--------------------
(a) Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
-------------
(b) Loan Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
--------------
(c) Other Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
---------------
(e) Other Conditions Satisfied . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
--------------------------

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

SECTION 4.1. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
------------------------------
(a) Borrower's Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
-----------------------
(b) Managing General Partner's Organization . . . . . . . . . . . . . . . . . . . . . . . . . . 34
---------------------------------------
(c) Power and Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
-------------------
(d) Due Execution/Enforceability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
----------------------------
(e) Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
----------
(f) Conflict . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
--------
(g) Governmental Consent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
--------------------
(h) Compliance; Zoning . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
------------------
(i) Regulation U . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
------------
(j) Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
--------------------
(k) Taxes and Assessments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
---------------------
(l) Title . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
-----
(m) Condemnation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
------------
(n) Management Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
--------------------
(o) Certain Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
-------------------
(p) ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
-----
(q) Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
---------
(r) Written Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
-------------------

iii

PAGE

ARTICLE 5

COVENANTS

SECTION 5.1. Affirmative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
---------------------
(a) Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
---------
(b) Required Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
----------------
(c) Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
----------
(d) Authorized Persons . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
------------------
(e) Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
--------------------
(f) Annual Budget . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
-------------
(g) Change in Circumstance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
----------------------
(h) Additional Instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
----------------------
(i) Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
---------
(j) Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
----------
(k) Single Purpose Entity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
---------------------
(l) Appraisal Updates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
-----------------
(m) Construction Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
--------------------
(n) Construction Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
---------------------
(o) Subcontracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
------------
(p) Prosecution and Completion of Construction . . . . . . . . . . . . . . . . . . . . . . . . 44
------------------------------------------
(q) Inspection; Repair . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
------------------
(r) Final Lien Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
------------------
(s) Post-Completion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
---------------
(t) Deficiencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
------------
(u) Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
---------
(v) Beach Club Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
-----------------------
(w) Interest Rate Protection Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
----------------------------------
(x) TAA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
---
(y) Licenses and Permits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
--------------------
SECTION 5.2. Negative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
------------------
(a) Amendment or Modification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
-------------------------
(b) Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
-------
(c) Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
----------
(d) Governing Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
-------------------
(e) Other Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
------------------
(f) Payments; Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
-----------------------
(g) [Intentionally Omitted] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

(h) Negative Pledge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
---------------
(i) Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
-----------
(j) Use of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
---------------

ARTICLE 6
PAGE
EVENTS OF DEFAULT AND REMEDIES

SECTION 6.1. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
-----------------
(a) Failure to Repay Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
----------------------
(b) Failure to Pay Other Monetary Obligations . . . . . . . . . . . . . . . . . . . . . . . . . 49
-----------------------------------------
(c) Material Adverse Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
-----------------------
(d) Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
----------
(e) [Intentionally omitted]. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
---------------------
(f) Completion of Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
--------------------------
(g) Failure to Perform . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
------------------
(h) Misrepresentations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
------------------
(i) Change of Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
-----------------
(j) Insolvency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
----------
SECTION 6.2. Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
--------
(a) Acceleration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
------------
(b) Possession . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
----------
(c) No Further Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
----------------------
(d) Injunctive Relief . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
-----------------
(e) Cash Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
---------------
SECTION 6.3. Remedies Cumulative; Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
----------------------------

ARTICLE 7

MISCELLANEOUS

SECTION 7.1. Agent's Discretion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
------------------
SECTION 7.2. No Third Party Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
--------------------------
SECTION 7.3. No Joint Venture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
----------------
SECTION 7.4. Reliance on Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . 53
------------------------------------------
SECTION 7.5. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
-------
SECTION 7.6. Time of the Essence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
-------------------
SECTION 7.7. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
------------
SECTION 7.8. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
-------------
SECTION 7.9. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
------------
SECTION 7.10. Jurisdiction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
------------
SECTION 7.11. Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
--------
SECTION 7.12. Controlling Document; Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
-------------------------------
SECTION 7.13. Waiver of Jury Trial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
--------------------
SECTION 7.14. Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
------
SECTION 7.15. Assignment by Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
---------------------
SECTION 7.16. Right of Set-Off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
----------------
SECTION 7.17. LIMITATION ON LIABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
-----------------------

PAGE

SECTION 7.18. Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
---------
SECTION 7.19. Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
---------------
SECTION 7.20. Lender Exculpation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
------------------

ARTICLE 8

AGENT

SECTION 8.1. Authorization and Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
------------------------

ARTICLE 9

COLLATERAL RELEASE PROVISIONS

SECTION 9.1. Partial Release of Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
-----------------------------

TABLE OF SCHEDULES AND EXHIBITS

Schedule 1 Quarterly Facility Amortization
Schedule 2 Intentionally Omitted
Schedule 3 Litigation

Exhibit A Form of Note
Exhibit B Intentionally Omitted
Exhibit C Description of Conference Plans and Specifications
Exhibit D Construction Budget
Exhibit E Form of Request for Construction Disbursement
Exhibit F Form of Inspection Certificate
Exhibit G Form of Contractor's Certificate
Exhibit H Form of Consent to Assignment of Agreement

AMENDED AND RESTATED LOAN AGREEMENT

THIS AMENDED AND RESTATED LOAN AGREEMENT (this "AGREEMENT"),
dated as of June 25, 1997, among PANTHERS BRHC LIMITED, a Florida limited
partnership having its principal place of business at 000 Xxxx Xxxxxx Xxxx,
Xxxx Xxxxx, Xxxxxxx 00000 ("BORROWER"), the banks listed on the signature pages
hereof (collectively with their respective successors and permitted assigns,
the "LENDERS") and THE BANK OF NOVA SCOTIA ("SCOTIABANK"), a Canadian chartered
bank acting by and through its New York Agency and having an office at Xxx
Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, individually and as agent ("AGENT")
for the Lenders.

W I T N E S S E T H:

WHEREAS, Boca Raton Hotel and Club Limited Partnership, a
Florida limited partnership ("BRHC"), the Lenders and Agent entered into that
certain Loan Agreement, dated as of August 22, 1996 (the "ORIGINAL LOAN
AGREEMENT"), pursuant to which the Lenders advanced the Facility to BRHC;

WHEREAS, on the date hereof, Borrower has acquired all of
BRHC's right, title and interest in the Property, subject to the Mortgage which
secures the Facility;

WHEREAS, Borrower has assumed all of BRHC's rights and
obligations under the Original Loan Agreement, the notes issued thereunder (the
"ORIGINAL NOTES") and the other agreements and documents related thereto (the
"ORIGINAL LOAN DOCUMENTS") pursuant to that certain Assumption Agreement, dated
as of the date hereof, from Borrower in favor of the Lenders and Agent; and

WHEREAS, Borrower, the Lenders and Agent desire to amend and
restate the Original Loan Agreement, the Original Notes and the Original Loan
Documents in their entireties.

NOW, THEREFORE, in consideration of the mutual covenants and
premises contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Borrower, the Lenders
and Agent agree that the Original Loan Agreement is hereby amended and restated
in its entirely as follows:
ARTICLE 1

RULES OF USAGE; DEFINITIONS

SECTION 1.1. RULES OF USAGE. The following rules of usage
shall apply to this Agreement:
9
2

(a) Singular words shall connote the plural as well as
the singular, and vice versa (except as indicated), as may be
appropriate;

(b) Unless otherwise indicated, references in this
Agreement to Sections or Exhibits are references to Sections or
Exhibits of this Agreement;

(c) The headings, subheadings and table of contents used
in this Agreement are solely for convenience of reference and shall
not constitute a part of this Agreement nor shall they affect any
meanings, construction or effect;

(d) "or" is not exclusive and "include" and "including"
are not limiting; and

(e) "hereby," "herein," "hereof," and "hereunder" refer
to this Agreement, as it may be amended, modified or supplemented from
time to time in accordance with its terms.

SECTION 1.2. DEFINITIONS. The following terms when used in
this Agreement shall have the respective meanings set forth below:

ACCOUNTING RULES: GAAP, and where applicable, USAH, in each
case, consistently applied.

ACCOUNTS: As defined in the Security Agreement.

ADDITIONAL CASH FLOW AMORTIZATION: As defined in the
Security Agreement.

ADJUSTED DEBT SERVICE: An annual principal and interest
payment with respect to the Total Debt calculated so as to amortize fully the
amount of the Total Debt on a twenty-five (25) year amortization schedule
(using the constant payment method) assuming a per annum interest rate equal to
the Adjusted Debt Service Interest Rate.

ADJUSTED DEBT SERVICE COVERAGE RATIO: The ratio of (i) the
Available Cash Flow for the immediately preceding twelve (12) months divided by
(ii) the Adjusted Debt Service.

ADJUSTED DEBT SERVICE INTEREST RATE: At any time, the greater
of (i) the sum of (A) the current Five-Year Treasury Yield and (B) 2.75% or
(ii) nine percent (9%).

AFFILIATE: With respect to any Person, any other current or
future Person directly or indirectly Controlling or Controlled by or under
direct or indirect common Control with such person or entity.

AGENT: Scotiabank, in its capacity as agent for the Lenders.
10

ANNUAL BUDGET: As defined in Section 5.1(f).

APPRAISAL UPDATE: An update to the appraisal of the Real
Property, dated May 10, 1995, performed by Hospitality Valuation Services, A
Division of Hotel Appraisals, Inc., or such other appraiser as Agent may
reasonably approve, (i) in form and substance satisfactory to Agent, (ii) paid
for by Borrower and (iii) made in accordance with the requirements of FIRREA.

ARCHITECT: Xxxxxx-Xxxxxxxx and Associates P.C., or such other
architect as Agent may approve.

ARCHITECT'S AGREEMENT: The agreement between BRHC, as
assigned to Borrower, and Architect, dated April 1, 1995, regarding the
Conference Construction.

AS-BUILT CONFERENCE PLANS AND SPECIFICATIONS: A full set of
plans and specifications for the Conference Improvements as of Conference
Substantial Completion and as approved by the Lender Construction
Representative, including all revisions made thereto in accordance with Section
5.2(k).

AS-BUILT SURVEY: The survey entitled "Boca Raton Hotel and
Club" referenced in the definition of Survey, updated after Conference
Substantial Completion to show the location of the Conference Improvements,
certified to the Agent and the Title Insurer and in form and substance
reasonably satisfactory to Agent.

ASSIGNED AGREEMENTS: As defined in the Mortgage.

ASSUMPTION AGREEMENT: An Assumption Agreement, dated as of
the date hereof, pursuant to which Borrower shall assume all of the obligations
of BRHC under the Mortgage and the other obligations described therein, in form
and substance satisfactory to Agent.

AVAILABLE CASH FLOW: With respect to any period, the
difference between (a) the sum of (i) all Revenues received during such period
and (ii) all payments received from Premier Club members during such period (A)
as Premier Club Cash Deposits and (B) as payments of interest or principal on
Premier Club Notes minus (b) the sum of (i) all Operating Expenses paid during
such period, (ii) all amounts paid into the Replacement Reserve Account
pursuant to the Security Agreement during such period and (iii) all amounts
paid into the Tax Reserve Account pursuant to the Security Agreement during
such period.

BANKRUPTCY CODE: The Bankruptcy Reform Act of 1978, as
amended and as the same may be further amended, and any other applicable law
with respect to bankruptcy, insolvency or reorganization that is a successor
thereto.
11

BASE RATE: A fluctuating interest rate per annum in effect
from time to time equal at all times to the rate of interest announced publicly
by Scotiabank in Atlanta, Georgia, from time to time, as its base lending rate.

BASE RATE PORTION: Any portion of the Facility with respect
to which interest shall be calculated in accordance with Section 2.4(a)(ii).

BEACH CLUB COMPLETION DATE: December 31, 1998.

BEACH CLUB CONSTRUCTION: The renovation of the improvements
located on the beachfront portion of the Real Estate in accordance with a
Capital Expenditure Plan approved by Agent.

BEACH CLUB RESERVE: (i) Prior to Beach Club Substantial
Completion, $1,300,000 or (ii) from and after Beach Club Substantial Completion
or a partial prepayment of the Facility in the amount of $1,300,000 in
accordance with Section 5.1(v), zero.

BEACH CLUB SUBSTANTIAL COMPLETION: The date on which the
Beach Club Construction has been substantially completed in accordance with the
plans and specifications therefor and all approvals and permits required for
the intended use and occupancy thereof (including a temporary certificate of
occupancy if required for occupancy under applicable laws or its equivalent for
each building comprising any part of the Beach Club Construction and each other
improvement requiring any such permit under applicable laws) have been
obtained, in each case, as certified by Borrower and the architect engaged by
Borrower in connection with the Beach Club Construction.

BORROWER: As defined in the Preamble.

BORROWER CONFIDENTIAL INFORMATION: Any (a) information that
Borrower furnishes to Agent or any Lender in a writing designated as
confidential and (b) financial information regarding Borrower or the Property,
including projections of the operating results of the Real Property, that
Borrower furnishes to Agent or any Lender, but in each case does not include
any such information that is or becomes generally available to Agent or such
Lender from a source other than Borrower or any Affiliate thereof and which
Agent or such Lender does not know is subject to a confidentiality agreement or
order.

BORROWER ENTITY: Any of Borrower, any General Partner or
Holdings.

BRHC: As defined in the recitals to this Agreement.

BUSINESS DAY: A day on which banks are not required or
authorized to close in New York City or Boca Raton, Florida.
12

CAPITAL EXPENDITURE PLAN: As defined in Section 9.1.

CAROLINA AGREEMENTS: As defined in the Mortgage.

CHANGE OF CONTROL: Any Equity Transfer the result of which is
that Holdings does not, either directly or indirectly, own one hundred percent
(100%) of (i) Managing General Partner and (ii) Limited Partner.

CONFERENCE COMPLETION DATE: March 1, 1998.

CONFERENCE CONSTRUCTION: The capital improvement program at
the Real Property consisting of a new conference center space, as more
specifically described in the Conference Plans and Specifications.

CONFERENCE CONSTRUCTION BUDGET: The budget attached hereto as
Exhibit D, setting forth the costs and expenses related to the Conference
Construction.

CONFERENCE CONSTRUCTION CONTRACT: The Contract, dated as of
August 21, 1996, between BRHC, as assigned to Borrower, and Contractor covering
the Conference Construction.

CONFERENCE CONSTRUCTION COSTS: All hard and soft costs
incurred in the construction of the Conference Improvements, including the cost
of any Furnishings and Equipment with respect to the Conference Improvements.

CONFERENCE CONSTRUCTION DISBURSEMENT: A disbursement from the
Facility Escrow Account for the construction of the Conference Improvements
made in accordance with the terms and conditions set forth on Exhibit A to the
Security Agreement.

CONFERENCE CONSTRUCTION LEGAL COMPLIANCE: Borrower's
satisfaction of all of the following:

(a) the Conference Improvements through the date of
determination have been constructed in accordance with the Conference
Plans and Specifications (other than deviations therefrom that are
immaterial individually and in the aggregate) and in compliance with
all Legal Requirements;

(b) all entitlements, approvals, allocations,
certificates, authorizations, permits and licenses required (i)
through the then-current stage of construction and (ii) in order to
achieve Conference Substantial Completion by the Conference Completion
Date have been obtained from all appropriate Governmental Authorities
and have been validly obtained without qualification other than as set
forth in the Conference Construction Resolutions or as otherwise
approved by Agent;
13

(c) all conditions to the issuance of, and the
requirements under, all permits, conditional use permits and licenses
required through the current stage of construction have been
satisfied; and

(d) there is no pending or threatened investigations,
appeals, suits or other actions leading to or threatening the
revocation, suspension or qualification of any of such permits or
approvals.

CONFERENCE CONSTRUCTION RESOLUTIONS: (i) Planning and Zoning
Board Approval (Resolution No. 95-26) (which modifies Resolution No. 90-37)
adopted by the Zoning and Planning Board of the City of Boca Raton and (ii)
City Council Approval (Resolution No. 145-95) (which modifies previous City
Council Resolutions No. 192-90 and 38-83) adopted by the City Council of the
City of Boca Raton, each in connection with the Conference Construction.

CONFERENCE IMPROVEMENTS: The Improvements to be constructed
as part of the Conference Construction.

CONFERENCE PLANS AND SPECIFICATIONS: The drawings and
specifications for the development and construction of the Conference
Improvements described on Exhibit C, as the same may be modified and amended in
accordance with the terms hereof.

CONFERENCE SUBSTANTIAL COMPLETION: The satisfaction of all of
the following conditions:

(a) The Conference Construction shall have been completed
substantially in accordance with the Conference Plans and
Specifications, as certified by the Architect on a standard AIA-G704
form and approved by the Lender Construction Representative, such
approval not to be unreasonably withheld or delayed;

(b) All permits and approvals required for the normal use
and occupancy of the Conference Improvements (including a temporary
certificate of occupancy if required for occupancy under applicable
laws or its equivalent for each building comprising any part of the
Conference Improvements and each other improvement requiring any such
permit under applicable laws) for the intended operation of the
Conference Improvements shall have been issued by the appropriate
Governmental Authority and shall be in full force and effect; and

(c) The Conference Improvements shall have been equipped
with all Furnishings and Equipment required for the intended use and
operation of such Improvements.
14

CONTRACTOR: Fluor Xxxxxx, Inc. or such other general
contractor or construction manager as Agent and the Lender Construction
Representative may approve.

CONTROL: As to any Person, the possession, direct or
indirect, of the power to vote fifty percent (50%) or more of the voting stock
or other ownership interests of such Person and to direct or cause direction of
the management and policies of such Person, whether through ownership of voting
interests, by contract or otherwise.

CONTROLLED GROUP: All members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with any Person, are treated as a single
employer under Section 414(b) or 414(c) of the Internal Revenue Code.

DEBT SERVICE: The aggregate sum of interest and principal
payments that were due and payable (whether or not actually paid) in the
immediately preceding twelve (12) months on the Total Debt.

DEER CREEK AGREEMENTS: As defined in the Mortgage.

DEBT SERVICE COVERAGE RATIO: The ratio of (i) the Available
Cash Flow for the immediately preceding twelve (12) months divided by (ii) the
Debt Service.

DEFAULT: Any event or failure of any event or condition to
occur which constitutes or would, after the giving of notice or lapse of time
or both, constitute an Event of Default.

DEFAULT RATE: A per annum rate of interest equal to (i) with
respect to any LIBOR Portion, the sum of (A) the applicable LIBOR and (B)
4.25%, (ii) with respect to any Base Rate Portion, the sum of (A) the Base Rate
and (B) 2.25%, and (iii) with respect to any other amount owed by Borrower
hereunder or under any other Loan Document and specified in such Loan
Document to accrue interest at the Default Rate, the sum of (A) the Base Rate
and B 2.25%.

DEFICIENCY: The positive amount, if any, by which the sum of
(i) the then-current balances of the Facility Escrow Account and Operating
Account available or anticipated to be available for Conference Construction
Disbursements and (ii) the Available Cash Flow from operations anticipated to
be available from time to time in the Facility Escrow Account for Conference
Construction Disbursements through the anticipated date of Conference
Substantial Completion (as estimated by Borrower and approved by Agent or by
Agent in the event Borrower fails to provide such estimate within five (5) days
after a request by Agent) is less than the amount (the "COMPLETION AMOUNT")
that will be required to be paid by Borrower to bring about Conference
Substantial Completion, the Completion Amount to be determined (A) by Borrower
and approved by the Lender Construction Representative or (B) in

the event Borrower fails to determine such amount within five (5) days after a
request by Agent, by the Lender Construction Representative.

DEPOSITORY AGREEMENTS: (i) The Depository Agreement, dated as
of the date hereof, among Borrower, the Operating Account Depositary and Agent
and (ii) the Depository Agreement, dated as of the date hereof, among Borrower,
the Facility Depositary and Agent.

DISTRIBUTION: As defined in Section 5.2(f).

EFFECTIVE DATE: The date upon which all of the conditions set
forth in Section 3.1 shall have been satisfied.

ELIGIBLE ASSIGNEE: Any Person who is (a) a commercial bank
organized under the laws of the United States of America or any state thereof;
(b) a savings and loan association or savings bank organized under the laws of
the United States of America or any state thereof; (c) a commercial bank
organized under the laws of any other country or a political subdivision
thereof; provided, that (x) such bank is acting through a branch or agency
located in the United States of America or (y) such bank is organized under the
laws of a country that is a member of the Organization for Economic Cooperation
and Development or a political subdivision of such country; (d) an
institutional lender including, but not limited to, insurance companies, mutual
funds, Mortgage REITS, pension funds, educational or charitable organizations
and lease financing companies or (e) any Lender and any Affiliate of any
Lender; provided, however, that prior to the occurrence of an Event of Default,
an Eligible Assignee shall not include any Person described in clause (d) above
who, either directly or through one or more Affiliates, owns or makes direct or
indirect equity investments in, or operates one or more luxury hotels of a
similar quality and class to that of the Real Property other than through
foreclosure, deed in lieu of foreclosure or otherwise in connection with the
exercise of remedies relating to a loan made by such Person.

ENFORCEMENT ACTION: Any (i) foreclosure proceeding, the
exercise of any power of sale, the taking of a deed or assignment in lieu of
foreclosure, the obtaining of a receiver or the taking of any other enforcement
action against the Property or Borrower, including the taking of possession, or
control, of the Property or (ii) acceleration of, or demand or action taken in
order to collect, all or any indebtedness secured by the Property.

ENVIRONMENTAL INDEMNITY: The Amended and Restated
Environmental Indemnity, dated as of the date hereof, from the Borrower
Entities in favor of the Lenders.

EQUITY TRANSFER: Any voluntary or involuntary, direct or
indirect, sale, grant, conveyance, encumbrance, pledge or other transfer, by
operation of law or otherwise, of any beneficial interest in the referenced
entity, including the issuance, transfer or redemption of any equity interest
(whether stock, partnership interest or otherwise).
16

ERISA: The Employee Retirement Income Security Act of 1974,
as amended, as now or hereafter in effect, or any successor legislation
thereto.

EUROCURRENCY LIABILITIES: As defined in Section 204.2(h) of
Regulation D.

EURODOLLAR OBLIGATIONS: Eurocurrency Liabilities and
non-personal time deposits (as defined in Section 204.2(f)(v) of Regulation D).

EVENT OF DEFAULT: As defined in Section 6.1.

EXCULPATED PARTY: Each General Partner and each shareholder,
officer, director or agent thereof.

EXPANSION PLAN: The capital improvement program at the Real
Property generally consisting of the Beach Club Construction and the Conference
Construction.

EXPANSION PLAN IMPROVEMENTS: The Improvements to be
constructed as part of the Expansion Plan.

FACILITY: The One Hundred Ten Million Dollar
($110,000,000.00) loan advanced by the Lenders to Borrower in accordance with
the terms and provisions of the Original Loan Agreement.

FACILITY DEPOSITARY: As defined in the Security Agreement.

FACILITY ESCROW ACCOUNT: As defined in the Security Agreement.

FEDERAL FUNDS RATE: For any period, a fluctuating interest
rate per annum equal for each day during such period to the weighted average of
the rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published for such day
(or, if such day is not a Business Day, for the next preceding Business Day) by
the Federal Reserve Bank of New York, or, if such rate is not so published for
any day that is a Business Day, the average of the quotations for such day for
such transactions received by Agent from three (3) federal funds brokers of
recognized standing selected by it.

FINAL CONFERENCE CONSTRUCTION DISBURSEMENT: The Conference
Construction Disbursement in respect of the retainage under the Conference
Construction Contract and any other unpaid Conference Construction Costs as of
the date of such disbursement.

FINANCIAL STATEMENTS: As defined in Section 5.1(e).

FINANCING STATEMENTS: As defined in the Security Agreement.
17

FIRREA: The Financial Institutions Reform, Recovery and
Enforcement Act of 1989, Pub. L. No. 101-73, 103 Stat. 183 (1989) and the
regulations adopted pursuant thereto, as the same may be amended from time to
time.

FIVE YEAR TREASURY YIELD: The Treasury Rate for the period
commencing on the date of determination and ending on the five (5) year
anniversary of such date.

FORCE MAJEURE: Any of the following: (a) acts of declared or
undeclared war by a foreign enemy; (b) riots; (c) casualty or condemnation; (d)
floods; (e) earthquakes or acts of God; (f) labor strikes not caused or
aggravated by any Borrower Entity or Contractor; or (g) any other event not
within the reasonable control of any Borrower Entity or Contractor, but shall
not include: (i) inefficiencies on the part of Borrower, Contractor, Architect
or any subcontractor or other design professional; (ii) late performance caused
by failure to hire an adequate number of subcontractors, supervisors and/or
laborers; (iii) any cause or occurrence which any Borrower Entity could
reasonably control or circumvent; or (iv) delays, stoppage or any other
interference with construction caused by insolvency, bankruptcy or any lack of
funds of Contractor or any Borrower Entity.

FORM 1001: As defined in Section 2.10(b).

FORM 4224: As defined in Section 2.10(b).

FURNISHINGS AND EQUIPMENT: As defined in the Mortgage.

GAAP: Generally accepted accounting principles in the United
States of America in effect from time to time.

GENERAL PARTNER: Each of Managing General Partner and BRHC.

GOVERNMENTAL AUTHORITY: The United States of America, any
State and any political subdivision or regional division thereof, and any
agency, department, court, regulatory body, commission, board, bureau or
instrumentality of any of them which exercises jurisdiction over the Real
Property or any Borrower Entity.

HEDGE PROVIDER: Any counter-party to an Interest Rate
Protection Agreement.

HOLDINGS: Florida Panthers Holdings, Inc., a Florida
corporation.

IMPOSITIONS: As defined in the Mortgage.

IMPROVEMENTS: As defined in the Mortgage.
18

INDEBTEDNESS: With respect to any Person means, without
duplication, (a) any indebtedness of such Person for borrowed money (whether by
loan, the issuance and sale of debt securities or the sale of any property or
asset of such Person to another Person subject to an understanding or
agreement, contingent or otherwise, to repurchase such Property from such
Person), (b) any obligations of such Person for the deferred purchase price of
property or services (other than trade payables not overdue by more than ninety
(90) days incurred in the ordinary course of such Person's business), (c) any
obligations of such Person evidenced by notes, bonds, debentures, interest rate
exchange agreements or other similar instruments, (d) any obligations of such
Person created or arising under any conditional sale or other title retention
agreement with respect to property acquired by such Person (even though the
rights and remedies of the seller or lender under such agreement in the event
of default are limited to repossession or sale of such property), (e) any
obligations of such Person as lessee under leases that have been or should be,
in accordance with the Accounting Rules, recorded as capital leases, (f) any
obligations of such Person as a result of any final judgment rendered against
such Person or any settlement agreement entered into by such Person with
respect to any litigation unless such obligations are stayed upon appeal (for
so long as such appeal shall be maintained) or are fully discharged or bonded
within thirty (30) days after the entry of such judgment or execution of such
settlement agreement, (g) any obligations, contingent or otherwise, of such
Person in respect of acceptances, letters of credit or similar extensions of
credit, (h) any Indebtedness of others referred to in clauses (a) through (g)
above or clause (i) below guaranteed directly or indirectly in any manner by
such Person, or in effect guaranteed directly or indirectly by such Person
through an agreement (1) to pay or purchase such Indebtedness or to advance or
supply funds for the payment or purchase of such Indebtedness, (2) to purchase,
sell or lease (as lessee or lessor) property, or to purchase or sell services,
primarily for the purpose of enabling the debtor to make payment of such
Indebtedness or to assure the holder of such Indebtedness against loss, (3) to
supply funds to or in any other manner invest in the debtor (including any
agreement to pay for property or services irrespective of whether such property
is received or such services are rendered) or (4) otherwise to assure a
creditor against loss, and (i) any Indebtedness referred to in clauses (a)
through (h) above secured by (or for which the holder of such Indebtedness has
an existing right, contingent or otherwise, to be secured by) any lien on
property (including, without limitation, accounts and contract rights) owned by
such Person, even though such Person has not assumed or become liable for the
payment of such Indebtedness; provided, however, that Indebtedness shall in no
event include the inchoate right of any mechanic, materialman or supplier to
file a lien.

INDEMNIFIED PARTY: As defined in Section 7.18.

INSPECTION CERTIFICATE: A certificate from the Lender
Construction Representative in the form of Exhibit F.
19

INTEREST PERIOD: With respect to any LIBOR Portion, the
applicable LIBOR Period and with respect to any Base Rate Portion, the period
during which such Base Rate Portion was designated as such by Borrower in
accordance with Section 2.4.

INTEREST RATE PROTECTION AGREEMENTS: Collectively, any (i)
interest rate cap agreements, (ii) interest rate floor agreements or (iii) any
ISDA Interest Rate and Currency Exchange Agreements and any and all interest
rate swap transactions under separate confirmations entered into thereunder,
between Borrower and any Hedge Provider, as the same may, from time to time, be
amended, supplemented or otherwise modified.

INTERNAL REVENUE CODE: The Internal Revenue Code of 1986, as
amended and as hereafter amended and in effect, or any successor legislation.

LAND: As defined in the Mortgage.

LEGAL REQUIREMENTS: All applicable laws, statutes,
ordinances, rulings, regulations, codes, decrees, orders, judgments, covenants,
conditions, restrictions, approvals, permits and requirements under any
Permitted Exception or of, from or by any Governmental Authority, including
zoning, subdivision, use, environmental, building, safety, health, housing and
fire.

LENDER CONSTRUCTION REPRESENTATIVE: Greystone Realty
Corporation or such other representative or representatives as Agent may
designate from time to time.

LENDER INTERCREDITOR AGREEMENT: The Intercreditor Agreement,
dated as of August 22, 1996, among the Lenders and Agent.

LENDERS: Scotiabank, in its individual capacity, and the
other Lenders designated on the signature pages of this Agreement as "Lenders".

LIBOR: The rate per annum equal to (a) the LIBOR Base divided
by (b) 1 minus the LIBOR Reserve Percentage.

LIBOR BANKING DAY: Any banking day on which dealings in U.S.
dollar deposits are conducted by and between banks in the London Interbank
Market.

LIBOR BASE: The rate per annum equal to the London interbank
offered rate for deposits in U.S. Dollars for a period equal to the applicable
LIBOR Period as of 11:00 A.M. (London time) two (2) LIBOR Banking Days (or, if
not a Business Day, the next previous LIBOR Banking Day that is also a Business
Day) before the first day of the applicable LIBOR Period. The applicable LIBOR
Base shall be determined by Agent by selecting the rate for the applicable
LIBOR Period for U.S. dollars shown on the display designated as page "British
Bankers Association LIBOR Rates" on the Reuters Monitor Money Rates Service (or
20

such other page as may replace such page on that service for the purpose of
displaying London interbank offered rates of major banks) (rounded upward, if
necessary, to the nearest one-hundred-thousandth of a percentage point);
provided, however that if the Reuters Monitor Money Rates Service shall not
publish or shall cease publication of such information with respect to any
LIBOR Period applicable to a particular LIBOR Portion, the applicable LIBOR
Base shall be determined by Agent by reference to the Telerate, Inc. display
designated as page 3750 -- "British Bankers Association Interest Settlement
Rates" (or such other page as may replace such page on the Telerate, Inc.
service for the purpose of displaying London interbank offered rates) (rounded
upward, if necessary, to the nearest one-hundred-thousandth of a percentage
point); provided, further, however, that if Telerate, Inc. shall not publish or
shall cease publication of such information with respect to any LIBOR Period
applicable to a particular LIBOR Portion, the applicable LIBOR Base shall be
determined by Agent by reference to the rate at which deposits in U.S. Dollars
are offered by the principal office of Scotiabank in the London interbank
market for the applicable LIBOR Period. The determination of the LIBOR Base by
Agent shall be conclusive absent manifest error.

LIBOR BREAKAGE: The amount of losses, costs, charges and
damages which are actually incurred or which would be incurred by any Lender
(as reasonably determined by Agent in consultation with such Lender) as a
result of any early termination of any arrangement, or the entry into a new
arrangement, with any other member of the London interbank market for the
funding of such Lender's portion of the Facility (determined as though such
Lender had funded 100% of such portion in the London interbank market and
calculated as of the date of the applicable repayment or acceleration).

LIBOR LENDING OFFICE: The principal office of Scotiabank in
London, England, or such other office or branch of Scotiabank as it may
hereafter designate as its LIBOR Lending Office.

LIBOR PERIOD: As to each LIBOR Portion, a period commencing
on a LIBOR Banking Day and ending one, two, three, six or twelve months
thereafter, in each case as specified by Borrower or otherwise determined in
accordance with the terms of this Agreement; provided, however, that any LIBOR
Period that would otherwise end on a day that is not a LIBOR Banking Day shall
be extended to the next succeeding LIBOR Banking Day that is also a Business
Day unless such LIBOR Banking Day falls in another calendar month, in which
case such LIBOR Period shall end on the next preceding LIBOR Banking Day that
is also a Business Day. The duration of each LIBOR Period shall be selected by
Borrower with respect to each LIBOR Portion upon notice received by the Lender
in accordance with Section 2.4(b); provided, however, that Borrower may not
select any LIBOR Period which ends after the date upon which any principal
repayment of the Facility is due under Section 2.2 unless, after giving effect
to such selection, the aggregate unpaid principal amount of (i) Base Rate
Portions and (ii) LIBOR Portions having LIBOR Periods which end on or prior to
such principal repayment date shall be greater than or equal to the principal
amounts due and payable on and prior to such date.
21

LIBOR PORTION: Any portion of the Facility with respect to
which interest shall be calculated in accordance with Section 2.4(a)(i).

LIBOR RESERVE PERCENTAGE: With respect to any LIBOR Portion,
the percentage representing the reserve requirement, if any, applicable to
Eurodollar Obligations of the Lenders pursuant to Regulation D. In determining
the LIBOR Reserve Percentage, Agent shall take into account any transitional
adjustment or phase-in provisions of the reserve requirements otherwise
applicable to Eurodollar Obligations during the applicable LIBOR Period, and,
in the event of any change or variation in the reserve requirements during the
applicable LIBOR Period, Agent may use any reasonable averaging or attribution
methods which it deems appropriate. The determination by Agent of any
applicable LIBOR Reserve Percentage shall be conclusive, absent manifest error.

LIMITED PARTNER: Panthers BRLP Corporation, a Florida
corporation.

LINE ITEM: A line item in the Conference Construction Budget
or Annual Budget, as the context may require.

LIQUOR LICENSE FILING: The notice filing of Borrower's
collateral assignment of the Liquor Licenses to the Lenders, in form and
substance satisfactory to the Lenders.

LIQUOR LICENSES: As defined in the Mortgage.

LOAN DOCUMENTS: This Agreement, the documents listed in
Section 3.1(b) and all other instruments, certificates, legal opinions and
documents executed and delivered by any or all of Borrower, Agent or the
Lenders in connection with the Facility, and all amendments, supplements, and
modifications thereto and extensions and restatements thereof.

MANAGER: Panthers BRHC Management Corporation.

MANAGEMENT AGREEMENT: That certain Management Agreement,
dated as of June 25, 1997, between Manager and Borrower.

MANAGEMENT SUBORDINATION AGREEMENT: That certain
Subordination Agreement, dated as of the date hereof, among Agent, Manager and
Borrower.

MANAGING GENERAL PARTNER: Panthers BRGP Corporation, a
Florida corporation.

MATERIAL ADVERSE CHANGE: Any material adverse change in the
business, condition (financial or otherwise), operations, prospects or
performance of Borrower or the Property.
22

MATERIAL AGREEMENTS: The Management Agreement, the Liquor
Licenses, the Premier Club Membership Documents, the Conference Construction
Contract and the Architect's Agreement.

MATURITY DATE: August 22, 2001.

MINIMUM LIQUIDITY AMOUNT: As of any Restricted Payment
Release Date and based upon the actual performance of the Real Property to such
Restricted Payment Release Date and the anticipated Revenues and Operating
Expenses set forth in Borrower's then-current Annual Budget, that maximum
amount (not less than zero) equal to the sum of Borrower's estimated required
draws from the Facility Escrow Account to the Operating Account (after giving
credit for all amounts anticipated to be swept from the Operating Account into
the Facility Escrow Account and the timing of such sweeps) calculated to permit
Borrower to (i) pay all Operating Expenses and maintain the Operating Account
at the Operating Account Target Balance at all times through the end of the
then-current calendar year and (ii) to pay all required debt service with
respect to the Total Debt (calculated taking into account any payments to or
from the Hedge Provider under the Interest Rate Protection Agreements) and to
make the required disbursements to the Replacement Reserve Account and Tax
Reserve Account in accordance with the Security Agreement through the end of
the then-current calendar year. The Minimum Liquidity Amount shall be
calculated by Borrower and certified by Borrower to Agent as correct and
calculated in the manner set forth herein not less than ten (10) Business Days
prior to each Restricted Payment Release Date and shall be subject to Agent's
approval, such approval not to be unreasonably withheld and notice of such
approval or the withholding of such approval to be given by Agent to Borrower
on or prior to such Restricted Payment Release Date.

MONTHLY RESERVE DEPOSIT: The amount required to be deposited
by Borrower in the Replacement Reserve Account each month pursuant to the terms
and provisions of the Security Agreement.

MORTGAGE: The Second Amended and Restated Mortgage, Security
Agreement and Financing Statement, dated as of August 22, 1996, from BRHC in
favor of Agent granting Agent, on behalf of the Lenders, a first priority lien
on, and security interest in, the Property.

MORTGAGE REIT: Any real estate investment trust primarily
engaged in providing mortgage financing (as opposed to equity investment in
real property) and which, at the time of determination, does not own or
maintain equity investments in any luxury hotels of a similar quality and class
to that of the Real Property (other than as a result of foreclosure, deed in
lieu of foreclosure or other exercise of remedies in connection with a mortgage
financing).

NET SALES PROCEEDS: With respect to the sale of any part of
the Real Property approved by Agent in accordance with Article 9, an amount
equal to the gross sales price and
23

all other consideration from whatever source derived from the sale of such Real
Property (such amount to be no less than the prevailing fair market value for
such Real Property), minus the sum of (a) the amount of any sales commission
actually paid to an independent broker unaffiliated with Borrower with respect
to such sale, (b) the amount of any transfer taxes actually paid by Borrower
with respect to such sale, (c) Borrower's reasonable legal fees associated with
such sale and (d) such other reasonable expenses paid by Borrower in connection
with such sale and customarily paid by sellers of real property in Palm Beach
County, Florida at the time of such sale.

NOTE: Each Amended and Restated Note, dated as of the
Effective Date, in the form of Exhibit A given by Borrower in favor of a Lender
evidencing a portion of Borrower's indebtedness under the Facility, as the same
may, from time to time, be amended, supplemented or otherwise modified.

OFF-SITE REQUIREMENTS: Borrower's satisfaction of all of the
following:

(a) Borrower has delivered to Agent bills of sale
or other evidence reasonably satisfactory to Agent, showing
the cost of such materials and that Borrower has acquired, or
will acquire upon payment of the amount requested in the
applicable Request for Conference Construction Disbursement,
title to such materials;

(b) Borrower has delivered to Agent a letter from
Borrower, Contractor, the appropriate subcontractor or the
material supplier certifying that such materials are properly
identified and adequately protected;

(d) Agent shall have received, or will receive
upon payment of such Conference Construction Disbursement,
UCC-1 financing statements, warehouseman's receipts or other
evidence satisfactory to Agent of the Lenders' first priority
security interest in such materials.

OPERATING ACCOUNT: As defined in the Security Agreement.

OPERATING ACCOUNT DEPOSITARY: As defined in the Security
Agreement.

OPERATING ACCOUNT MAXIMUM BALANCE: Six Million Dollars
($6,000,000.00).

OPERATING ACCOUNT MONTHLY PROJECTED DEFICIT: The amount, if
any, by which the Operating Account is projected to decline below the Operating
Account Target Balance through the end of the then-current month considering
anticipated Revenues and Operating
24

Expenses through the end of such calendar month or below $1,000,000 at any time
during such month (after taking into account all outstanding checks at such
time) as determined with reference to the then-current Annual Budget and other
information with respect to the actual timing of Revenues and Operating
Expenses provided by Borrower and reasonably satisfactory to Agent.

OPERATING ACCOUNT TARGET BALANCE: Three Million Dollars
($3,000,000.00).

OPERATING EXPENSES: Any and all (i) actual cash operating
expenses relating to the operation of Borrower and the Real Property, (ii) the
cost of ordinary maintenance and repairs of, and necessary capital improvements
to, the Real Property, but, in the case of necessary capital improvements, only
to the extent that such costs are treated as current expenses in accordance
with the Accounting Rules, (iii) Impositions (other than real estate taxes or
other Impositions reserved for and paid from the Tax Reserve Account but
including amounts disbursed from the Facility Escrow Account into the Tax
Reserve Account), (iv) (A) the management fees paid by Borrower to Manager in
accordance with the Management Agreement, (B) the supervisory fee paid by
Borrower to BRHC and (C) the consulting fee paid by Borrower to Xxxx Xxxxxx
(provided, however, that in no event shall Operating Expenses include an
aggregate annual expenditure for items (A), (B) and (C) in excess of
$600,000.00) and (D) out-of-pocket expenses paid by Manager and reimbursed by
Borrower under the Management Agreement that would have otherwise qualified as
Operating Expenses if the same had been directly paid by Borrower; (v) cash
refunds of Premier Club Deposits pursuant to the provisions of the Premier Club
Membership Documents and (vi) out-of-pocket expenses paid by Borrower in
defending any litigation brought against Borrower or the Real Property or
prosecuting any litigation brought by Borrower relating to the preservation of
the value of the Real Property. Operating Expenses shall not include any (A)
interest, principal amortization or other payments made with respect to any of
the Total Debt, (B) expenses (other than as expressly described in clause (vi)
above) which are extraordinary in nature and which would, under the Accounting
Rules be considered "non-recurring", (C) amounts disbursed from the
Operating Account into the Facility Escrow Account, from the Facility Escrow
Account into the Operating Account or from the Replacement Reserve Account or
Tax Reserve Account pursuant to the Security Agreement, (D) Conference
Construction Costs or the costs of completing the Beach Club Construction, (E)
costs associated with a Capital Expenditure Plan, or (F) payments made to any
Person that is an Affiliate of any Borrower Entity for materials or service to
the Real Property to the extent that such payment is greater than that which
would be paid for such materials or services pursuant to an arm's length
agreement with unaffiliated entities.

PERMITTED DEBT: (i) Borrower's Indebtedness under the Loan
Documents, (ii) any obligations of Borrower created or arising under any
conditional sale or other title retention agreement (other than an operating
lease) with respect to Furnishings and Equipment acquired by Borrower, (iii)
capital leases of Furnishings and Equipment or vehicles entered into by
Borrower, (iv) Borrower's obligations with respect to the return of Premier
Club
25

Deposits or repurchase of Premier Club Memberships, (v) Indebtedness in
connection with the financing of premiums for Required Insurance, (vi)
mechanic's liens that are discharged or fully paid or bonded before the earlier
of (A) thirty (30) days after notice thereof or (B) the commencement of any
action to foreclose any such lien, (vii) judgments against Borrower that do not
exceed $500,000 in the aggregate or that have been stayed on appeal or fully
bonded or discharged within thirty (30) days of entry, (viii) Indebtedness of
Borrower to General Partner or Manager that is not secured by any portion of
the Property, does not mature prior to the Maturity Date and the terms of which
expressly provide that such Indebtedness is fully subordinated to the Facility
and is only payable from funds which would otherwise be distributed to Borrower
as Restricted Payments and (ix) Indebtedness of Borrower under any Interest
Rate Protection Agreement; provided, however, that any Indebtedness described
in clauses (ii) or (iii) above is incurred by Borrower in the ordinary course
of its business and that the aggregate annual payment obligations of Borrower
with respect to any such Indebtedness at any time outstanding does not exceed
$1,000,000.

PERMITTED EXCEPTIONS: As defined in the Mortgage.

PERSON: An individual, estate, unincorporated association,
corporation, company, partnership, trust, joint stock company, voluntary
association, joint venture, Governmental Authority, juridical entity or any
other entity of whatever nature.

PERSONAL PROPERTY: As defined in the Mortgage.

PLAN: An employee pension benefit plan which is covered by
Title IV of ERISA or subject to the minimum funding standards under Part 3 of
Title I of ERISA or Section 412 of the Code and is either (a) maintained by any
Person or any member of a Controlled Group for employees of such Person or any
member of such Controlled Group or (b) maintained pursuant to a collective
bargaining agreement or any other arrangement under which more than one
employer makes contributions and to which such Person or any member of a
Controlled Group is then making or has any obligation to make contributions or,
within the preceding five plan years, has made or has had any obligation to
make contributions.

PREAMBLE: The preamble to this Agreement.

PREMIER CLUB: The membership plan managed and operated by
Borrower known as the "Premier Club".

PREMIER CLUB CASH DEPOSITS: Amounts paid by members of the
Premier Club in cash, either in full payment or as downpayments on their
membership deposit fees.

PREMIER CLUB DEPOSITS: The sum of Premier Club Cash Deposits,
principal payments made on Premier Club Notes and the remaining aggregate
outstanding principal balance of the Premier Club Notes.
26

PREMIER CLUB MEMBERSHIP DOCUMENTS: The documents entitled
"Premier Club Membership Program" and "Club Rules and Regulations," each
prepared in connection with the Premier Club.

PREMIER CLUB NOTES: All evidence of indebtedness of Premier
Club members for the unpaid portion of their obligations to pay membership
acquisition fees.

PREPAYMENT NOTICE: As defined in Section 2.2(c).

PROHIBITED TRANSFER: As defined in the Mortgage.

PROHIBITED EQUITY TRANSFER: Any Equity Transfer resulting in
a Change of Control.

PROPERTY: As defined in the Mortgage.

QUARTERLY AMORTIZATION AMOUNT: The amount set forth in the
second column of Schedule 1 for each corresponding Quarterly Amortization Date.

QUARTERLY AMORTIZATION DATE: Each date set forth on Schedule
1.

REAL PROPERTY: As defined in the Mortgage.

REGULATION D: Regulation D of the Board of Governors of the
Federal Reserve System as now or from time to time hereafter in effect and any
other regulation issued in substitution thereof.

RENTS AND PROFITS: As defined in the Mortgage.

REPLACEMENT RESERVE ACCOUNT: As defined in the Security
Agreement.

REQUEST FOR CONFERENCE CONSTRUCTION DISBURSEMENT: A request
for a Conference Construction Disbursement signed by a duly authorized
representative of Borrower on the form of a certificate (AIA-G702) attached
hereto as Exhibit E accompanied by:

(a) a currently dated certificate from
Contractor, approved by Borrower, the Architect and the Lender
Construction Representative in the form of Exhibit G;

(b) the requisitions for payment then the subject
of such Request for Conference Construction Disbursement from
subcontractors and material suppliers engaged in the
construction of the Conference Improvements, in form and
content reasonably satisfactory to Agent;
27

(c) an Inspection Certificate based upon an
on-site inspection of the Conference Improvements made by the
Lender Construction Representative which shall certify to all
work for which such Conference Construction Disbursement has
been requested in the form of Exhibit F;

(d) Required Lien Waivers;

(e) such evidence of Conference Construction
Legal Compliance as Agent may reasonably require; and

(f) such other information and documents as may
be reasonably requested or required by Agent or the Lender
Construction Representative.

REQUEST FOR DESIGNATION: As defined in Section 2.4(b).

REQUIRED INSURANCE: As defined in the Mortgage.

REQUIRED LENDERS: As of the date of determination, the
Lenders holding an aggregate of sixty-seven percent (67%) of the total
outstanding principal under the Notes.

REQUIRED LIEN WAIVERS: Waivers of liens executed by (a) for
each Request for Conference Construction Disbursement, Contractor and each
design professional with whom Borrower has a direct agreement, respectively,
waiving their respective rights, if any, and any right of a subcontractor
claiming through or under any of them, to file or maintain any construction
liens or claims, all substantially in the form of Attachment "C" to the
Conference Construction Contract and (b) for each Request for Conference
Construction Disbursement that includes a request for final payment to any
subcontractor who has delivered a "notice to owner" to Borrower under the
Florida Construction Lien Law, such subcontractor, waiving its right, to file
or maintain any construction liens or claims, in the form of Attachment "C" to
the Conference Construction Contract executed with respect to and applicable to
the extent such subcontractor has received payment. Such waivers may be
conditioned upon payment for work performed and materials supplied; provided,
that the Request for Conference Construction Disbursement following the Request
for Conference Construction Disbursement that includes the request described in
clause (b) above shall include (and in the case of the final Request for
Conference Construction Disbursement, within ten (10) days after the funding of
such final Request for Conference Construction Disbursement, Borrower shall
deliver to Agent) a duly executed, unconditional waiver for each person
described in clauses (a) or (b) above.

REQUIRED PARTNERSHIP TAX DISTRIBUTION: An amount,
distributable to the extent available on the Restricted Payment Release Date
occurring on the last Business Day in July of any calendar year, equal to (i)
.35 multiplied by (ii) the amount set forth as the Borrower's taxable income in
Borrower's partnership federal income tax return filed with the Internal
Revenue Service for the preceding fiscal year ended June 30.
28

RESTRICTED PAYMENT RELEASE DATE: In each calendar year from
and after Conference Substantial Completion, each of the last Business Day in
January and the last Business Day in July.

RESTRICTED PAYMENTS: As defined in the Security Agreement.

RESTRICTED PAYMENTS AVAILABLE AMOUNT: As defined in the
Security Agreement.

REVENUES: Any and all revenues and receipts from the Property
or otherwise received by Borrower, including all room revenues, proceeds of the
sale of food and beverages (including in connection with the Premier Club but
not including proceeds of the sale of food and beverages collected pursuant to
the Deer Creek Agreements or Carolina Agreements), rents, additional rents and
all other amounts received under leases of the Real Property, proceeds of
rentals of dining rooms, conference rooms and banquet facilities, health club
receipts, golf course greens fees, cart and club rentals and other receipts,
annual Premier Club membership dues, interest payments on Premier Club Notes
(but excluding Premier Club Cash Deposits, principal payments on the Premier
Club Notes or other payments in connection with any Premier Club member's
membership acquisition fee), amounts received under any Assigned Agreement, the
proceeds of the sale of any property of Borrower in the ordinary course of
business (but excluding any Net Sales Proceeds), income derived from securities
and other property acquired and held by Borrower for investment, interest and
other earnings on any funds held in any of the Accounts and proceeds of any
business interruption insurance.

SCOTIABANK: As defined in the Preamble.

SECURITY AGREEMENT: The Amended and Restated Pledge,
Assignment and Security Agreement, dated as of the date hereof, between
Borrower and Agent, as the same may, from time to time, be amended,
supplemented or otherwise modified.

SENIOR SUPERVISORS: Xxxxxxx X. Xxxxxxx, Xxxxx X. Xxxxx and
Xxxxxx X. March.

SHIP MORTGAGE: The First Preferred Mortgage, dated as of the
date hereof, from Borrower to Agent covering the motor vessel named "Xxxxxx'x
Dream."

SPECIAL PROJECT ACCOUNT: As defined in Section 9.1.

STARWOOD RELEASE: An instrument, in form and substance
satisfactory to Agent and the Title Company, executed by Starwood Mezzanine
Investors, L.P., releasing any and all of its security interests in any
property of Borrower or BRHC.
29

SURVEY: Collectively, (i) (A) survey entitled "Boca Beach
Club", dated August 7, 1996 and (B) survey entitled "Boca Raton Hotel & Club",
updated August 15, 1996, each prepared by Xxxxxxx X. Xxxxxxx & Associates, Inc.
and (ii) survey entitled "Boca Golf and Tennis Xxxx-Xxxxxxx 0, Xxxx Xxxxxx",
dated June, 1988 and updated July 2, 1996, survey no. 34844 (as to tract M),
updated July 2, 1996 and survey no. 33512 (as to tract N) updated July 2, 1996,
all prepared by X.X. Xxxxxxxxxx Corporation, Surveying-Engineering.

SWAP BREAKAGE: The amounts payable to any Hedge Provider
under any Interest Rate Protection Agreement in the event any Interest Rate
Protection Agreement is or was to be terminated or cancelled by Borrower,
including as a result of any prepayment by Borrower of any or all of the
Facility.

TAXES: As defined in Section 2.10(a).

TAX RESERVE ACCOUNT: As defined in the Security Agreement.

TERMINATION FOR CAUSE: The termination of any Senior
Supervisor as a result of unsatisfactory performance, as reasonably determined
by Borrower.

TITLE INSURER: Chicago Title Insurance Company or such other
title insurer as may be acceptable to Agent.

TITLE POLICY: A standard ALTA lender's title insurance policy
(which may be in the form of a marked-up commitment), dated as of the Effective
Date, issued by the Title Insurer, in the aggregate amount of $110,000,000 the
obligations secured by the Mortgage, without exception for mechanic's or
materialman's liens and otherwise in form acceptable to Agent, with such
endorsements and facultative re-insurance agreements reasonably requested by
Agent, insuring the Lenders' interest in the Mortgage as a valid, enforceable
and subsisting first priority lien on the Property, subject only to the
Permitted Exceptions.

TOTAL DEBT: The sum of all outstanding amounts with respect
to the Facility.

TRADEMARK FILING: The notice filing of Borrower's collateral
assignment of the Trademarks to the Lenders, in form and substance satisfactory
to the Lenders.

TRADEMARKS: As defined in the Mortgage.

USAH: The Eighth Revised Edition (1986) of the Uniform System
of Accounts for Hotels published by International Association of Hospitality
Accountants.

VILLAS: The one hundred twenty (120) hotel units located on
the Real Property and which, from time to time, are leased to residents for
terms ranging from one (1) month to two (2) years.
30

ARTICLE 2

THE FACILITY

SECTION 2.1. THE FACILITY. The Lenders have advanced the
Facility to Borrower as evidenced by the Notes. Borrower shall not be
entitled to any readvance of any portion of the Facility paid by Borrower from
time to time and no Lender shall have any obligation to make any such
readvance.

SECTION 2.2. FACILITY AMORTIZATION. (a) Mandatory
Amortization. On each Quarterly Amortization Date, Borrower shall repay the
principal of the Facility in the amount of the corresponding Quarterly
Amortization Amount.

(b) Additional Cash Flow Amortization. Agent shall make
disbursements from the Facility Escrow Account to repay the principal of the
Facility in the amount of the Additional Cash Flow Amortization upon the
satisfaction of the conditions set forth, and to the extent provided, in the
Security Agreement.

(c) Optional Prepayments. Upon the delivery of a notice
to Agent at least five (5) Business Days' in advance of such prepayment (a
"PREPAYMENT NOTICE"), Borrower may prepay, in whole or in part, the outstanding
aggregate principal amount of the Facility, together with accrued interest to
the date of such prepayment on the aggregate principal amount of the Facility
so prepaid; provided, however, that each partial prepayment (other than any
prepayment made from the Beach Club Reserve in accordance with Section 5.1(v))
shall be in an aggregate principal amount of $2,000,000 or an integral multiple
of $1,000,000 in excess thereof. In the event that Borrower shall fail to
prepay all or a portion of the Facility in accordance with any Prepayment
Notice delivered to Agent pursuant to this Section 2.2(c), Borrower shall pay
to Agent an administrative fee established by Agent in its reasonable judgment
to compensate Agent and the Lenders for all costs and expenses incurred in
connection with such failure.

(d) Maturity. Borrower shall repay the aggregate unpaid
amount of the Facility, and accrued and unpaid interest thereon, on the
Maturity Date.

(e) Breakage. Except as otherwise expressly provided in
this Agreement, Borrower will reimburse the Lenders for any LIBOR Breakage (on
any LIBOR Portion prepaid on any day other than the last day of the applicable
LIBOR Period) and the Hedge Provider for any Swap Breakage resulting from any
prepayment of the Facility pursuant to this Section 2.2 or as a result of the
acceleration of the Facility following the occurrence of an Event of Default or
otherwise.

SECTION 2.3. [Intentionally omitted]
31

SECTION 2.4. INTEREST. (a) Rates. Interest shall be
payable on the unpaid principal balance of the Facility outstanding from time
to time until payment in full at a rate of interest equal to:

(i) with respect to any portion of the outstanding
Facility from time to time that Borrower has designated as a LIBOR
Portion, at a rate per annum equal to the applicable LIBOR plus 2.25%;
and

(ii) with respect to any portion of the outstanding
Facility from time to time that Borrower has designated as a Base Rate
Portion or with respect to which this Agreement otherwise provides
shall be treated as a Base Rate Portion, at a rate per annum equal to
the Base Rate plus 0.25%.

(b) Requests for Designation. So long as no Event of
Default shall have occurred and be continuing and subject to Section 2.8,
Borrower may from time to time request that all or any portion of the then
outstanding Facility be designated as a LIBOR Portion or a Base Rate Portion.
Each such request (a "REQUEST FOR DESIGNATION") shall be conveyed by telecopier
or telex and, with respect to any LIBOR Portion, shall specify the requested
LIBOR Period and must be received by Agent at least three (3) LIBOR Banking
Days before the first day of the applicable LIBOR Period.

(c) Portions. Each Request for Designation shall specify
the portion of the then outstanding Facility to be designated as a Base Rate
Portion or a LIBOR Portion and, if applicable, the LIBOR Period.

(d) Maximum Number of Portions. Unless Agent otherwise
consents, (i) the principal amount of each LIBOR Portion shall be an integral
multiple of $100,000, but not less than $100,000 and (ii) no more than four (4)
LIBOR Portions shall be outstanding at any one time. Nothing contained herein
shall require Agent to actually fund any LIBOR Portion in the London Interbank
Market.

(e) After Default. If an Event of Default shall have
occurred and shall be continuing upon the expiration of a LIBOR Period
applicable to a given LIBOR Portion, then Borrower shall not be permitted to
continue to designate such LIBOR Portion as a LIBOR Portion and, from and after
the expiration of such LIBOR Period, such portion of the outstanding Facility
shall be deemed designated as a Base Rate Portion. The inability of Borrower
to designate portions of the outstanding Facility as LIBOR Portions shall be
applicable only for so long as an Event of Default shall remain uncured.

(f) Automatic Conversion. Subject to Section 2.4(b), if
Borrower shall fail to deliver a Request for Designation with respect to any
LIBOR Portion at least three (3) LIBOR Banking Days before the end of the then
applicable LIBOR Period, Borrower shall be deemed to have elected a one-month
LIBOR Period with respect to such LIBOR Portion.
32

(g) Notice of Change in Base Rate. Agent shall endeavor
promptly to notify Borrower of any change in the Base Rate which occurs at any
time that any portion of the Facility has been designated as a Base Rate
Portion; provided, however, that Agent's failure to so notify Borrower shall in
no way impair, invalidate or otherwise affect the effectiveness of any change
in the Base Rate.

SECTION 2.5. INTEREST PAYMENT. (a) Facility Interest.
Borrower shall pay interest on the unpaid principal amount of the Facility
outstanding from time to time hereunder (i) with respect to any LIBOR Period
that has a duration of one month, on the last day of such LIBOR Period, (ii)
with respect to any LIBOR Period that has a duration of more than one month, in
arrears on the last day of each calendar month which occurs during such LIBOR
Period (except for the final interest payment with respect to such LIBOR
Period, which shall be paid on the last day of such LIBOR Period) or (iii) with
respect to any Base Portion, in arrears on the last Business Day of each
calendar month during the applicable Interest Period (except for the final
interest payment with respect to such Interest Period, which shall be paid on
the last day of such Interest Period); provided, however, that Borrower shall
be entitled to a credit against such interest payments in an amount equal to
the amount of any payments received by Agent from the Hedge Provider pursuant
to the Interest Rate Protection Agreements.

(b) Default Interest. Any amount which is not paid when
due hereunder, after the expiration of any applicable grace period, shall bear
interest from the date due until paid in full at the Default Rate.

SECTION 2.6. INCREASED COSTS. If, due to either (i) the
introduction of or any change (other than any change by way of imposition or
increase in reserve requirements that is accounted for in the LIBOR Reserve
Percentage) in or in the interpretation of any law or regulation not presently
applicable to the Lenders or (ii) the compliance with any guideline or request
from any central bank or other governmental authority (whether or not having
the force of law) not presently applicable to the Lenders, there shall be any
increase in the cost to any of the Lenders of agreeing to make or making,
funding or maintaining any LIBOR Portion, then Borrower shall from time to
time, upon demand by Agent, pay to Agent, on behalf of any Lender so affected,
additional amounts sufficient to compensate such Lenders for such increased
cost. A certificate as to the amount of such increased cost, submitted to the
Borrower by Agent, shall be conclusive and binding for all purposes, absent
manifest error.

SECTION 2.7. INCREASED CAPITAL. If any Lender determines
that compliance with any law or regulation or any guideline or request from any
central bank or other governmental authority (whether or not having the force
of law) affects or would affect the amount of capital required or expected to
be maintained by any Lender and that the amount of such capital is increased by
or based upon the existence of such Lender's commitment to lend hereunder and
other commitments of this type, then, within thirty (30) days after demand by
Agent, Borrower shall pay to Agent, on behalf of any Lender so affected, from
time to time as
33

specified by Agent, additional amounts sufficient to compensate such Lender in
the light of such circumstances, to the extent that such Lender reasonably
determines such increase in capital to be allocable to the existence of such
Lender's commitment to lend hereunder. A certificate as to such amounts
submitted to Borrowers by Agent shall be conclusive and binding for all
purposes, absent manifest error.

SECTION 2.8. LIBOR. (a) Illegality. Notwithstanding any
other provision of this Agreement, if Agent shall notify Borrower that the
introduction of or any change in or in the interpretation of any law or
regulation makes it unlawful, or any central bank or other governmental
authority asserts that it is unlawful, for any Lender to perform its
obligations hereunder to fund or maintain any LIBOR Portion, such LIBOR Portion
shall be converted into a Base Rate Portion; provided, however, that Borrower
shall not be liable for any LIBOR Breakage with respect to such conversion.

(b) Unavailable/Insufficient. If, with respect to any
LIBOR Portion, Agent notifies Borrower that Agent is unable to determine LIBOR,
such LIBOR Portion will automatically, on the last day of the then existing
LIBOR Period, be converted into a Base Rate Portion; provided, however, that
Borrower shall not be liable for any LIBOR Breakage with respect to such
conversion.

SECTION 2.9. PAYMENTS AND COMPUTATIONS. (a) Payments.
Borrower shall make each payment due hereunder or under the Notes not later
than 11:00 A.M. (New York City time) on the day when due in U.S. dollars to
Agent in same day funds. Agent will distribute each payment so received by the
end of business hours on the date of receipt (i) if such payment by Borrower is
in respect of principal, interest, fees or any other amount then payable
hereunder or under the Notes to more than one Lender, to such Lenders in
accordance with the terms of the Security Agreement (as it pertains to
disbursement of funds from the Facility Escrow Account) and the Lender
Intercreditor Agreement or (ii) if such payment by Borrower is in respect of
any amount then payable hereunder or under the Notes to one Lender, to such
Lender, in each case to be applied in accordance with the terms of this
Agreement. If and to the extent Agent shall not have so made such payment in
full to any Lender, on such day, Agent shall pay interest to the applicable
Lender on such late payment for each day from the date such amount is due from
Agent until the date such payment is made to the applicable Lender, at the
Federal Funds Rate. Borrower shall be deemed to be in compliance with this
Section 2.9 with respect to any payment due on any payment date if sufficient
funds to make such payment in accordance with the terms and provisions of the
Security Agreement are contained in the Facility Escrow Account as of 11:00
A.M. (New York City time) on such date and any conditions set forth in the
Security Agreement to disbursement of such funds have been satisfied, whether
or not Agent shall have directed the Depositary to make such payment on behalf
of Borrower in accordance with the terms of the Security Agreement.
34

(b) Computations. All computations of interest and fees
shall be made by Agent on the basis of a year of 360 days and the actual number
of days (including the first day but excluding the last day) occurring in the
Interest Period or, in the case of any Base Rate Portion, month or partial
month, for which such interest or fees are payable. Each determination by
Agent of an interest rate or fee hereunder shall be conclusive and binding for
all purposes, absent manifest error.

(c) Business Days. Whenever any payment hereunder or
under the Notes shall be stated to be due on a day other than a Business Day,
such payment shall be made on the next succeeding Business Day, and such
extension of time shall in such case be included in the computation of payment
of interest.

(d) Distributions by Agent. Unless Agent shall have
received notice from Borrower prior to the date on which any payment is due to
any Lender hereunder that Borrower will not make such payment in full, Agent
may assume that Borrower has made such payment in full to Agent on such date
and Agent may, in reliance upon such assumption, cause to be distributed to
each such Lender on such due date an amount equal to the amount then due such
Lender. If and to the extent Borrower shall not have so made such payment in
full to Agent, each such Lender shall repay to Agent forthwith on demand such
amount distributed to such Lender together with interest thereon, for each day
from the date such amount is distributed to such Lender until the date such
Lender repays such amount to Agent, at the Federal Funds Rate.

SECTION 2.10. TAXES. (a) No Deduction. All payments made
by Borrower to Agent or any Lenders or other holder under this Agreement and
the Notes shall be made without any setoff or counterclaim, and free and clear
of, and without deduction for or on account of, any present or future income,
excise and other taxes of whatever nature (other than taxes generally assessed
on net income of Agent or any Lender or other holder), or any levies, imposts,
duties, charges or fees of any nature now or hereafter imposed by any
Governmental Authority (collectively "TAXES"). If Borrower is compelled by law
to make any such deductions or withholdings, it will pay, subject to the
limitations set forth in Section 2.10(b), such additional amounts as may be
necessary in order that the net amount received by Agent and each Lender and
other holder after such deductions or withholdings (including any required
deduction or withholding on such additional amounts) shall equal the amount
such payee would have received had no such deductions or withholdings been
made, and it will promptly provide Agent with evidence satisfactory to Agent
that it has paid such deductions or withholdings. Moreover, if any Taxes are
directly assessed against Agent or any Lender or other holder, such payee may
pay such Taxes and Borrower shall promptly pay such additional amount as may be
necessary in order that the net amount received by such payee after the payment
of such Taxes (including any Taxes on such additional amount) shall equal the
amount such payee would have received had not such Taxes been assessed. The
provisions of this Section 2.10 shall survive any termination of this
Agreement.
35

(b) Indemnity. Borrower agrees to pay to Agent or any
Lender or other holder under this Agreement that is not a U.S. Person such
additional amounts as are necessary in order that the net payment of any amount
due to such non-U.S. Person hereunder after deduction for or withholding in
respect of any Taxes imposed with respect to such payment (or in lieu thereof,
payment of such Taxes by such non-U.S. Person), will not be less than the
amount stated herein to be then due and payable, provided, however, that the
foregoing obligation to pay such additional amounts shall not apply:

(i) to any payment to Agent or any Lender or other holder
under this Agreement unless Agent, such Lender or other holder is, on
the date hereof (or on the date it becomes Agent, a Lender or another
holder) and on the date of any change in the applicable lending office
of Agent, such Lender or other holder, entitled to submit either a
Form 1001 (relating to Agent, such Lender or other holder and
entitling Agent, such Lender or other holder to a complete exemption
from withholding on all interest to be received by it hereunder in
respect of the Facility) or a Form 4224 (relating to all interest to
be received by such Lender or other holder hereunder in respect of the
Facility); or

(ii) to Taxes imposed solely by reason of the failure by
such non-U.S. Person to comply with applicable certification,
information, documentation or other reporting requirements concerning
the nationality, residence, identity or connections with the United
States of America of such non-U.S. Person if such compliance is
required by statute or regulation of the United States of America as a
precondition to relief or exemption from such Taxes.

As used herein, (w) "FORM 1001" shall mean Form 1001 (Ownership, Exemption, or
Reduced Rate Certificate) of the Department of the Treasury of the United
States of America, (x) "FORM 4224" shall mean Form 4224 (Exemption from
Withholding of Tax on Income Effectively Connected with the Conduct of a Trade
or Business in the United States) of the Department of the Treasury of the
United States of America (or in relation to either such form such successor and
related forms as may from time to time be adopted by the relevant taxing
authorities of the United States of America to document a claim to which such
form relates) and (y) "U.S. PERSON" shall mean a citizen, national or resident
of the United States of America, a corporation, partnership, limited liability
company or other entity created or organized in or under any laws of the United
States of America, or any estate or trust that is subject to Federal income
taxation regardless of the source of its income.

(c) Representation by Lenders. Each Lender that is not a
U.S. Person hereby certifies to Borrower that as of the date hereof (i) no
Taxes have been imposed which would require the payment of additional amounts
by Borrower as contemplated by Section 2.10(b) and (ii) such Lender is entitled
to submit Form 1001 or Form 4224.
36

SECTION 2.11. SHARING OF PAYMENTS. If any Lender shall
obtain at any time any payment (whether voluntary, involuntary, through the
exercise of any right of set-off or otherwise) on account of any amount due and
payable to such Lender hereunder or under any Note at such time in excess of
the amount due and payable to such Lender at such time pursuant to the terms of
this Agreement and the Lender Intercreditor Agreement, such Lender shall repay
such excess amount to Agent and Agent shall distribute same in accordance with
the terms and provisions hereof and of the Lender Intercreditor Agreement.

SECTION 2.12. COSTS AND EXPENSES. Borrower shall reimburse
Agent, within ten (10) days after demand, for all third-party costs and
expenses, including the disbursements, other charges and reasonable fees of
counsel and all out-of-pocket costs of Agent (including the disbursements,
other charges and reasonable fees of professional advisors including, without
limitation, counsel) incurred by Agent in connection with (i) the preparation,
negotiation, execution and delivery of this Agreement, the other Loan Documents
and all certificates, agreements, instruments and opinions delivered in
connection herewith and therewith, (ii) inspection of the Conference
Improvements during construction, review of the Plans and Specifications
(including any proposed change orders) and the making of any Construction
Disbursements, (iii) any amendment, modification or supplement to this
Agreement, any other Loan Document or any agreement or instrument delivered in
connection herewith or therewith, (iv) if requested by Borrower, any waiver of
any provision of, or consent or approval granted pursuant to, this Agreement,
any other Loan Document or any agreement or instrument delivered in connection
herewith or therewith and (v) the amendment or other modification and
enforcement of this Agreement, any other Loan Document or any agreement or
instrument delivered in connection herewith or therewith. Borrower shall
further reimburse the Agent, within ten (10) days after demand, together with
interest thereon that shall accrue from and after the date of such demand at
the Default Rate, for all third-party costs and expenses, including the
disbursements, other charges and reasonable fees of counsel and other
professional advisors to Agent and each of the Lenders incurred by Agent or any
Lender in connection with any Event of Default, whether in any action, suit or
litigation, or any bankruptcy, insolvency or other similar proceeding affecting
creditors' rights generally or otherwise, including, without limitation, the
cost of any appraisals, reports or consultants obtained or retained by Agent.

SECTION 2.13. REPLACEMENT OF LENDER. In the event that
Borrower becomes liable for any amounts pursuant to Section 2.6, 2.7, 2.8 or
2.10(b) as a result of one or more Lenders' particular circumstances, the
Lenders will use reasonable efforts to cooperate with Borrower in replacing
such Lender or Lenders and any replacement Lender will be deemed to have made
the representations set forth in 2.10(c) as of the date such Person becomes a
Lender hereunder.
37

ARTICLE 3

CONDITIONS PRECEDENT

SECTION 3.1. CONDITIONS PRECEDENT. The effectiveness of the
amendment and restatement of the Original Loan Agreement is subject to the
fulfillment on the date hereof, as determined in the sole discretion of Agent,
of the following conditions precedent:

(a) Authorization. Agent shall have received
satisfactory evidence to verify (i) the authority of the individual or
individuals executing this Agreement and the other Loan Documents to bind
Borrower legally and (ii) the authority of each individual who will sign the
other statements, reports, certificates and documents and otherwise act on
behalf of Borrower under this Agreement and the other Loan Documents.

(b) Loan Documents. Agent shall have received original
counterparts of the following documents executed by Borrower:

(i) the Notes;

(ii) the Security Agreement;

(iii) the Environmental Indemnity;

(iv) the Financing Statements;

(v) the Trademark Filing;

(vi) the Liquor License Filing;

(vii) the Ship Mortgage; and

(viii) the Assumption Agreement.

(i) all certificates of insurance for the
Required Insurance;

(ii) the Title Policy;

(iii) a favorable written opinion or opinions,
dated as of the date hereof, of Borrower's counsel as to such matters
as Agent may reasonably request, in form and substance satisfactory to
Agent;
38

(iv) a certificate, dated as of the Effective
Date, from the Secretary of Managing General Partner (together with
copies of the documents referred to below), certifying that attached
thereto are true, correct and complete copies (including any
amendments) of:

(A) the Certificate of Limited Partnership of
Borrower;

(B) the partnership agreement of Borrower;

(D) the corporate resolutions adopted by Managing
General Partner's board of directors, authorizing the
execution and delivery of the Loan Documents by Managing
General Partner, as a general partner of Borrower;

(E) an incumbency certificate containing the
signatures of the officers of Managing General Partner
executing the Loan Documents on behalf of Managing General
Partner, as a general partner of Borrower;

(F) good standing certificates from the State of
Florida for Borrower and Managing General Partner; and

(G) all documents evidencing all necessary
approvals from Governmental Authorities necessary or
appropriate for the execution and delivery and performance
(other than the completion of the Expansion Plan Improvements)
by Borrower of this Agreement and the other Loan Documents,
and a statement to the effect that none of such approvals have
been revoked, annulled or modified in any manner and are in
full force and effect.

(v) a certificate, dated as of the Effective
Date, from the Secretary of BRHC (together with copies of the
documents referred to below), certifying that attached thereto are
true, correct and complete copies (including any amendments) of:

(A) the Certificates of Limited Partnership for
BRHC and BRHC's general partner, BRMC, L.P. ("BRMCLP");

(B) the partnership agreement of BRHC and BRMCLP;

(D) the corporate resolutions adopted by BRMCLP's
general partner's board of directors, authorizing the
execution and delivery of the Loan Documents by BRHC, as a
general partner of Borrower;

(E) an incumbency certificate containing the
signatures of the officers of the general partner of BRMCLP
executing the Loan Documents on behalf of BRHC, as a general
partner of Borrower; and

(F) good standing certificates from the State of
Florida for BRHC, BRMCLP and BRMCLP's general partner;

(vi) [Intentionally Omitted]

(vii) the Depository Agreements;

(viii) the Lender Intercreditor Agreement;

(ix) the Management Subordination Agreement;

(x) the Starwood Release;

(xi) certified copies of each Material Agreement
(including the applications for the Liquor Licenses but excluding the
Liquor Licenses);

(xii) consents from Contractor and Architect in
the form of Exhibit H;

(xiii) consents and estoppel certificates from the
lessors under the Deer Creek Agreements and Carolina Agreements, in
form and substance reasonably satisfactory to the Lenders;

(xiv) a Letter of Technical Advice from the Florida
Department of Revenue advisory that no stamp or intangible taxes are
or will be due as a result of the transactions contemplated hereby;
and

(xv) such other documents, instruments, approvals
as Agent may reasonably request.

(d) Establishment of Accounts. Borrower shall have
established the Operating Account, the Replacement Reserve Account and the
Facility Escrow Account in accordance with the Security Agreement.

(e) Other Conditions Satisfied. Each of the other
conditions precedent required to be satisfied, and each of the other documents
to be delivered, on or prior to the
40

Effective Date in accordance with the Loan Documents shall have been properly
satisfied and delivered in accordance with the relevant provisions thereof.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

SECTION 4.1. REPRESENTATIONS AND WARRANTIES. Borrower
represents and warrants to the Lenders and Agent as of the date hereof and as
of the Effective Date that each and every of the following representations and
warranties are true, complete and correct in every material respect:

(a) Borrower's Organization. (i) Borrower is a limited
partnership duly organized and validly existing in good standing under the laws
of the State of Florida, (ii) Borrower is qualified to do business in the State
of Florida and (iii) the character of the properties owned or leased by
Borrower and the nature of Borrower's business do not require it to be
qualified and in good standing in any other state in order to avoid any
liability.

(b) Managing General Partner's Organization. Managing
General Partner is a corporation, duly organized and validly existing in good
standing under the laws of the State of Florida and is qualified to do business
under the laws of the State of Florida. As of the date hereof, BRHC is a
limited partnership, duly organized and validly existing in good standing under
the laws of the State of Florida and is qualified to do business under the laws
of the State of Florida. As of the date hereof, Managing General Partner and
BRHC are the only general partners of Borrower.

(c) Power and Authority. Borrower has full partnership
power and authority, as applicable, (i) to own the Property, (ii) to conduct
its business as now conducted and as to be conducted in connection with the
construction and operation of the Expansion Plan Improvements and (iii) to
execute, deliver and comply with the provisions of this Agreement and each of
the other Loan Documents. Each other Borrower Entity has full partnership or
corporate power and authority to authorize and consent to the execution and
delivery by the Borrower of this Agreement and each of the other Loan Documents
and the performance by Borrower of its obligations hereunder and thereunder.
All of the consents of the general and limited partners or shareholders, as
applicable, of each Borrower Entity required in connection with the execution,
delivery and performance of the Loan Documents have been obtained.

(d) Due Execution/Enforceability. This Agreement and the
other Loan Documents have been duly executed and delivered by Borrower, and
assuming due authorization, execution and delivery by the Lenders and the other
parties to such Loan Documents, constitute the legal, valid and binding
obligations of Borrower, enforceable against it in accordance with the terms
hereof and thereof, except as enforceability may be limited by

applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors' rights generally and by general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).

(e) Litigation. Except as set forth in Schedule 3, there
is no action, suit or proceeding pending or, to the knowledge of Borrower or
either General Partner, threatened against or affecting Borrower or either
General Partner that relates to all or any portion of the Property before or by
any Governmental Authority, except for actions, suits and proceedings fully
covered by insurance or which, if adversely determined, would not materially
impair Conference Substantial Completion from occurring before the Conference
Completion Date, or materially impair the ability of Borrower or Managing
General Partner to perform any of their respective obligations under this
Agreement or to cause to be paid when due any amounts payable under the Notes.

(f) Conflict. Neither the execution nor the delivery of
any of the Loan Documents, nor the performance by Borrower or any Borrower
Entity party to any Loan Document of any of the provisions thereof, will
conflict with or result in a breach of any of the provisions of Borrower's or
such Borrower Entity's governing documentation, any applicable Legal
Requirements, or any agreement or other instrument to which Borrower or such
Borrower Entity is a party or by which Borrower or such Borrower Entity is
bound, or constitute a default under any of the foregoing or result in the
creation or imposition of any lien, charge or encumbrance upon any property of
Borrower or any Borrower Entity, all or a portion of the Property other than
any lien created pursuant to any of the Loan Documents.

(g) Governmental Consent. No consent, approval or other
authorization of or by any Governmental Authority is required in connection
with the execution or delivery by Borrower of any of the Loan Documents or
compliance with any of the provisions thereof, except for (i) those approvals
or permits in connection with the completion of the Expansion Plan Improvements
that, in accordance with good construction practice and in the normal course of
construction, would not be obtained as of the then-current stage of
construction of such Expansion Plan Improvements and (ii) Liquor Licenses from
the state of Florida and licenses and permits from local authorities,
applications for all of which have been, or will be, made in the ordinary
course of Borrower's business.

(h) Compliance; Zoning. Borrower has complied with all
Legal Requirements and all recorded instruments affecting the Property. The
use of the Real Property complies, and after Conference Substantial Completion
and Beach Club Substantial Completion shall continue to comply, with all zoning
and use-related Legal Requirements.

(i) Regulation U. No Borrower Entity is engaged
principally, or as one of its important activities, in the business of
extending credit for the purpose of purchasing or carrying Margin Stock (as
defined in Regulation U of the Board of Governors of the Federal Reserve System
of the United States, as the same is from time to time in effect, and all
official
42

rulings and interpretations thereunder and thereof); and no part of the
proceeds of the Notes will be used, whether directly or indirectly, and whether
immediately, incidentally or ultimately, (i) to purchase or carry Margin Stock
or to extend credit to others for the purpose of purchasing or carrying Margin
Stock or to refund indebtedness originally incurred for such purpose or (ii)
for any purpose which entails a violation of, or which is inconsistent with,
the provisions of Regulation G, T, U, X or any other Regulation of the Board of
Governors of the Federal Reserve System of the United States, as each of the
same is from time to time in effect, and all official rulings and
interpretations thereunder and thereof.

(j) Financial Statements. Each of Borrower's and each
General Partner's unaudited Financial Reports previously delivered to Agent (i)
is true and correct on and as of the dates and periods covered by such
statements and (ii) was prepared in accordance with GAAP, applied consistently.
No event or circumstance since the dates of such statements makes any of them
untrue or misleading in any material adverse manner.

(k) Taxes and Assessments. All federal, state and other
tax returns and reports of Borrower and each General Partner required to be
filed have been duly filed, and all federal, state and other taxes, assessments
(including assessments for municipal improvements), fees or other governmental
charges imposed upon Borrower, either General Partner, the Land or the
Improvements which are due and payable have been paid. Borrower knows of no
proposed material tax or other assessments against Borrower, the Land or the
Improvements, and no extension of time for assessment or payment of any
federal, state or local tax requested by Borrower is in effect.

(l) Title.

(i) Borrower holds good, indefeasible and marketable fee
simple title to the Land and existing Improvements, free and clear of
all mortgages, deeds of trust, liens, encumbrances, ground rents,
leases, tenancies, licenses, contracts of sale, options, security
interests, covenants, conditions, restrictions, rights of way,
easements, encroachments and any other matters affecting title except
the Permitted Exceptions;

(ii) The completion of the Expansion Plan and the use of
the Expansion Plan Improvements will not violate any Permitted
Exception;

(iii) To the best of each Borrower Entity's knowledge, no
Improvement encroaches upon any adjacent property, building line,
setback line, side yard line, or any recorded or visible easement (or
other easement of which Mortgagor is aware or has reason to believe
may exist) with respect to the Land, except insofar as the same may be
a Permitted Exception or as disclosed on the Survey; and
43

(iv) The Real Property is taxed separately without regard
to any other property and has been subdivided from all other property
in compliance with applicable laws.

(m) Condemnation. There is no pending condemnation,
expropriation, eminent domain or similar proceeding affecting the Real Property
or any portion thereof, and Borrower has no knowledge and has not received any
written or oral notice that any such proceeding is contemplated.

(n) Management Agreement. The Management Agreement is in
full force and effect and has not been amended, restated or otherwise modified.

(o) Certain Regulations. Borrower is not an "investment
company" or a company "affiliated" with or "controlled" by an "investment
company," within the meaning of the Investment Company Act of 1940, as amended,
or a "public utility company" or a "holding company" within the meaning of The
Public Utility Holding Company Act of 1935, as amended, and Borrower will not
become such by reason of its execution and delivery of, or performance of its
obligations under, this Agreement or any of the other Loan Documents.

(p) ERISA. Neither Borrower nor any member of a
Controlled Group of which Borrower is a member maintains any Plan for the
benefit of employees of Borrower and neither Borrower nor any member of such
Controlled Group is obligated to make contributions in respect of any such
Plan.

(q) Insurance. All Required Insurance has been obtained,
is in full force and effect and all premiums due and payable therefor have been
paid in full.

(r) Written Information. When considered in the
aggregate, all written information (including all updates to the current Annual
Budget) furnished to Agent or the Lenders by Borrower on and prior to the date
hereof is true and correct in all material respects and does not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements made therein, in light
of the circumstances under which they were made, not misleading.

(s) Deer Creek and Carolina Agreements. (i) Borrower has
delivered to Agent true and complete copies (except for exhibits identifying
inventory, employees and schedules of various matters relating to the operation
of the facilities) of all of the Deer Creek Agreements and all of the Carolina
Agreements including any modifications and amendments made thereto, (ii) the
Deer Creek Agreements and the Carolina Agreements remain in full force and
effect and (iii) the Deer Creek Agreements and the Carolina Agreements are the
only agreements to which Borrower is a party with respect to the subject matter
thereof.

ARTICLE 5

COVENANTS

SECTION 5.1. AFFIRMATIVE COVENANTS. Borrower covenants and
agrees that, from the date hereof and so long as this Agreement shall remain in
effect or any Note shall remain outstanding, Borrower shall:

(a) Existence. Do or cause to be done all things
necessary to preserve and keep its partnership existence in full force and
effect and to remain qualified and licensed in Florida and all other
jurisdictions in which such qualification or licensing is required for the
conduct of Borrower's business.

(b) Required Notices. Give, or cause to be given, prompt
written notice to Agent of:

(i) any action or proceeding instituted or threatened by
or against Borrower, either General Partner or any of the Property by
or before any Governmental Authority;

(ii) any action or proceeding or group of related actions
or proceedings instituted or threatened in writing by or against
Borrower, Managing General Partner or, with respect to litigation
relating to the Property, BRHC claiming amounts or seeking damages in
an aggregate amount exceeding $5,000,000;

(iii) any other action, event or condition of any nature
which is reasonably likely to have a Material Adverse Change or which,
with notice or the passage of time or both, would constitute an Event
of Default or a default under any Material Agreement; or

(iv) any written notice received by Borrower from any
insurer regarding any material modification to, or termination of, any
insurance policy covering any or all of the Property; or

(v) any Equity Transfer in Borrower or either General
Partner other than (A) a transfer of any limited partnership interest
in Borrower or BRHC (except for any such transfer of limited
partnership interests that results in a Change of Control) or (B) any
transfer of any interest in BRHC to Holdings or any wholly owned
subsidiary thereof.

(d) Authorized Persons. From time to time, at the
request of Agent, certify to the Lenders the names, signatures, and positions
of all persons authorized to make requests or certifications required under the
Loan Documents.
45

(e) Financial Statements. Keep and maintain or shall
cause to be kept and maintained on a calendar year basis, in accordance with
the Accounting Rules, proper and accurate books, records and accounts
reflecting all of the financial affairs of Borrower with respect to all items
of income and expense in connection with the operation of the Property. Agent
or its representatives or designees shall have the right from time to time at
all times during normal business hours upon reasonable prior notice to examine,
with respect to the Property, such books, records and accounts at the office of
Borrower or other person maintaining such books, records and accounts and to
make copies or extracts thereof as Agent shall desire. Agent shall also have
the right to discuss Borrower's affairs, finances and accounts with
representatives of Borrower, at such reasonable times as may be requested by
Agent. In addition, Borrower shall deliver to Agent the following financial
information (the "FINANCIAL STATEMENTS"):

(i) Within one hundred twenty (120) days after the close
of each calendar year:

(A) financial statements audited by an
independent certified public accountant satisfactory to Agent
(it being hereby agreed that any "Big Six" accounting firm is
acceptable to Agent), containing a balance sheet as of the end
of such year and profit and loss statements for such year,
with such detailed supporting schedules covering the operation
of the Property as Agent shall reasonably require, certified
by such accounting firm as being in accordance with the
Accounting Rules;

(B) a statement prepared by Borrower and
certified as true and correct by its chief financial officer
of Available Cash Flow for such calendar year, together with a
report of the foregoing accounting firm of its review thereof,
which report shall state that said statement has been prepared
in accordance with this Agreement; and

(C) a rent roll certified by Borrower to be
correct showing each tenant, the term of the lease, the
rentable area demised thereunder and the fixed annual rent,
percentage rent, other charges, if any, payable thereunder,
date of last rental payment, amount of security deposit,
nature and amounts of defaults (if any) and such other matters
as Agent may require.

(ii) Within twenty (20) days after the end of each month:

(A) an operating statement on a monthly and
year-to-date basis, with comparisons of each item of income
and loss to the Annual Budget for such year, certified as true
and correct and in accordance with Accounting Rules by the
chief financial officer of Borrower;
46

(B) a comparison, on a monthly and year-to-date
basis, for all deviations incurred with respect to Operating
Expense line items in the then-current Annual Budget;

(C) a statement prepared by Borrower and
certified as true and correct by its chief financial officer
of Revenues, Operating Expenses and Available Cash Flow for
the applicable month, certified by said officer that it has
been prepared in accordance with the Accounting Rules; and

(D) a revised schedule of all Premier Club
Deposits and Premier Club Notes as of the end of such month.

(f) Annual Budget. (i) On or before (x) November 1st of
each year, commencing in 1997, and (y) a date that is no more than sixty (60)
days nor less than thirty (30) days prior to the June Restricted Payments
Release Date during each calendar year from and after 1997, prepare and submit
to Agent a proposed annual budget for the succeeding calendar year (or in the
case of clause (y) above, the remainder of the then-current calendar year)
which proposed annual budget shall forecast in reasonable detail Available Cash
Flow, requirements for capital repairs and replacements (including a
contingency reserve therefor and projected disbursements from the Replacement
Reserve Account), debt service payments and other amounts which Borrower
reasonably expects to be required to be expended for the maintenance, repair
and operation of the Property for such succeeding calendar year (it being
agreed and acknowledged that, in the case of the updated budget prepared and
updated pursuant to clause (y) above, such updated budget need only disclose
changes for the remaining calendar year from amounts forecasted for such period
in the annual budget submitted under clause (x) above).

(ii) With respect to any proposed annual budget submitted
pursuant to clause (x) of this subsection (f), Agent shall promptly furnish to
Borrower any and all comments or disagreements with the proposed annual budget
or any aspect or component thereof, and the parties shall endeavor to resolve
any differences over any aspect of the annual budget during the thirty (30)
days immediately following the submission of the proposed annual budget. Agent
agrees not to unreasonably withhold or delay its approval of the proposed
annual budget. If Agent disapproves any proposed annual budget, it shall state
which Line Items therein are disapproved. If Borrower has not received notice
from Agent of disapproval of any proposed annual budget within thirty (30) days
after furnishing the same and provided that Borrower shall have promptly
responded to any reasonable requests for additional information made by Agent,
such proposed budget shall be deemed approved. Upon the approval of the
proposed annual budget for a calendar year, such proposed annual budget shall
be deemed the "ANNUAL BUDGET" for such calendar year.

(iii) In the event that Borrower fails in a timely manner
to submit a proposed annual budget pursuant to clause (x) of this subsection
(f) or until any such proposed annual
47

budget is approved by Agent, the most recent Annual Budget shall continue in
effect until approval of the Annual Budget for such calendar year. In the
event a proposed annual budget has been submitted pursuant to clause (x) of
this subsection (f) but specific Line Items therein have been disapproved,
those Line Items which have been approved or deemed approved in accordance with
this Section 5.1(f) shall be incorporated into the Annual Budget for such year
and the disapproved Line Items may be incorporated into the Annual Budget in
amounts as determined reasonably by Borrower, subject to the following
limitations:

(A) if the Line Item is for capital repairs and
replacements or other capital improvements, the budgeted amount
therefor shall not, when added to the other capital repair and
replacement and other capital improvements which are budgeted, result
in the aggregate budgeted amount for all such Line Items (not
including any Conference Construction Costs or the Beach Club
Construction) being less than (y) $3.5 million prior to January 1,
1999 and (z) $4.5 million from and after January 1, 1999 or more than
(1) $5.4 million prior to January 1, 1999 and (2) $6.5 million from
and after January 1, 1999; and

(B) with respect to all other Line Items, the amount
shall be not less than 90% nor more than 110% of the equivalent item
in the last approved Annual Budget.

(iv) The updated budget provided by Borrower pursuant to
clause (y) of this subsection (f) shall be used for purposes of
determining the Minimum Liquidity Amount or in making other
projections affecting the application of funds in any of the Accounts
only upon the approval of such updated budget by Agent and Starwood.

(g) Change in Circumstance. Promptly notify
Agent in writing of any material change in any fact or circumstance
represented or warranted by Borrower herein or in any other documents
furnished to Agent in connection with the Facility.

(h) Additional Instruments. Execute such
additional instruments as may be reasonably requested by Agent in
order to carry out the intent of this Agreement and to perfect or give
further assurances of any of the rights or security interests granted
or provided for hereunder or under any of the Loan Documents.

(i) Insurance. Maintain from and after the date hereof
and at all times while this Agreement is in effect or any Note remains
outstanding, at Borrower's sole expense, the Required Insurance. Borrower
shall furnish to Agent duplicate copies of policies of insurance or
certificates of Borrower's insurance agent certifying to the insurance required
and including photocopies of all policies certified by such agent to be
correct, complete and current (i) on or before the date hereof, (ii) upon the
renewal or replacement of existing coverage or the obtaining of additional
coverage, and (iii) at any other time upon the reasonable request of Agent.
48
41

(j) Management. Operate the Property at all times as a
first-class luxury hotel, cause the Property to be managed by Manager in
accordance with the terms of the Management Agreement, perform and observe all
the terms and provisions of the Management Agreement to be performed or
observed by Borrower, maintain the Management Agreement in full force and
effect, enforce the Management Agreement in accordance with its terms, take all
such action to such end as may be from time to time as reasonably requested by
Agent and, upon request of Agent, make to Manager such demands and requests for
information and reports or for action as the Borrower is entitled to make under
the management Agreement, except, in any case, where the failure to do so,
either individually or in the aggregate, would not be reasonably likely to have
a Material Adverse Change. The Management Agreement may be terminated by Agent
upon thirty (30) days' prior written notice to the Borrower and Manager if (i)
Manager commits any act which would permit termination under the Management
Agreement or (ii) there is a change of Control of Manager, other than a change
of Control resulting from the death or incapacity of any natural person. Any
appointment of a manager not directly or indirectly owned 100% by Holdings
shall be subject to the prior written consent of Agent, which consent may be
withheld in Agent's sole and absolute discretion. Notwithstanding the
foregoing, any successor manager not owned 100% by Holdings selected hereunder
by Agent or the Borrower to manage the Property shall be a nationally
recognized first-class manager of luxury hotels, with all license agreements
necessary or appropriate to permit such replacement Manager to operate the
Property. Any agreement between Borrower and the new Manager shall be subject
to Agent's prior written approval provided that (a) the new Manager enters into
an agreement to subordinate its fees in the same form as the Management
Subordination Agreement or in such other form as Agent may approve in Agent's
sole and absolute discretion and (b) such management agreement may be
terminated by Agent upon the foreclosure, deed in lieu of foreclosure or other
remedial transfer of the Property to the Lenders or their designee. Borrower
shall cause the management of the Property at all times to be supervised by the
Senior Supervisors and cause such Senior Supervisors to devote that portion of
their time necessary in the supervision of the management of the Real Property
to assure Borrower's performance hereunder and under the other Loan Documents.
Except for changes beyond the control of Borrower (such as Termination for
Cause, retirement, resignation (but no Senior Supervisor may resign in order to
take any position with any Affiliate of Borrower or any Affiliate of any other
Borrower Entity), death or disability of a Senior Supervisor), no change in the
Senior Supervisors shall be made without the Agent's prior written consent.
The foregoing notwithstanding, none of the Senior Supervisors or Manager is
intended to be, or shall be, a third-party beneficiary to this Agreement.

(k) Single Purpose Entity. Borrower hereby represents
and warrants to, and covenants with, Agent that, as of the date hereof and
until such time as all amounts payable under the Notes and the other Loan
Documents shall be paid in full, Borrower:

(i) does not own and shall not own any asset other than
the Property;
49

(ii) is not engaged and shall not engage in any business
other than those necessary for the ownership,
management or operation of the Property;

(iii) shall conduct and operate its business substantially
as presently conducted and operated;

(iv) shall maintain books and records and bank accounts
separate from those of its Affiliates or any other
entity, including Permitted Subsidiaries;

(v) shall maintain its own separate business office;

(vi) shall be, and at all times shall hold itself out to
the public as, a legal entity separate and distinct
from any other entity (including any Affiliate,
including each General Partner);

(vii) shall file its own tax returns;

(viii) shall as of the date hereof have adequate capital for
the normal obligations reasonably foreseeable in a
business of its size and character and in light of
its contemplated business operations; and

(ix) shall not commingle the funds and other financial
assets of the Borrower with those of either General
Partner, any Affiliate or any other person; and

(l) Appraisal Updates. From and after the first
anniversary of Conference Substantial Completion, from time to time upon the
request of Agent, but no more than once in any calendar year, deliver to Agent,
an Appraisal Update.

(m) Construction Notices. Promptly upon the giving or
receipt of such notice, forward to Agent copies of all material written notices
given or received by Borrower with respect to the Conference Construction to or
from: (i) Contractor or any subcontractor or material supplier, or any of the
design professionals (including notices relating to any nonconforming
construction, any refusal or inability to pay or perform pursuant to the terms
of any contract or other agreement or any delay, default or change order) or
(ii) any claim of default, or relating to any work stoppage, notice of
violation or cease and desist order, stop order, construction liens, strike,
claim, litigation, damage, loss or any other materially adverse condition,
circumstance or event.

(n) Construction Payments. Pay and discharge or cause to
be paid and discharged promptly all payments due for labor, materials and
supplies unless the same shall be contested by Borrower in good faith by
appropriate proceedings and sufficient funds are available in the Facility
Escrow Account to pay such contested amount in full; provided,
50

however, that Borrower shall not be deemed to be in default under this
subsection (n) if at the time such payments are due, (i) the balance of the
Facility Escrow Account is sufficient to make such payments, (ii) the
conditions for the release of such payments from the Facility Escrow Account
set forth in the Security Agreement have been satisfied and (iii) such funds
are not disbursed from the Facility Escrow Account for such payments in
accordance with the Security Agreement.

(o) Subcontracts. Make available for inspection at all
times by the Lender Construction Representative and Agent copies of all
subcontracts entered into by Contractor and furnish to the Lender Construction
Representative and Agent, upon request, copies of the same.

(p) Prosecution and Completion of Construction.

(i) Cause all work on the Conference Construction
and, in the event Borrower commences the Beach Club Construction, the
Beach Club Construction to proceed diligently and continuously, with
sufficient workers employed and sufficient materials supplied for that
purpose so that, subject to Force Majeure, Conference Substantial
Completion and Beach Club Substantial Completion are achieved no later
than the Conference Completion Date and, in the event Beach Club
Construction is commenced, that Beach Club Substantial Completion
occurs in a reasonably expeditious manner;

(ii) Cause all construction work on the Conference
Construction to be performed in accordance with the Conference Plans
and Specifications (other than deviations therefrom that are
immaterial individually or in the aggregate) and any and all
construction work performed at the Real Property at any time to be in
conformity with the Legal Requirements, the requirements of all
insurers and fire underwriters, and with the requirements set forth
herein and in the other Loan Documents;

(iii) Cause all materials acquired or furnished in
connection with the construction of the Conference Improvements but
not affixed or incorporated into the Real Property to be stored under
adequate safeguards to minimize the possibility of loss, theft, damage
or commingling with other materials or projects;

(iv) To the extent not already included in
Requests for Conference Construction Disbursement, from time to time
upon the request of Agent, deliver to Agent such certificates and
other documentation evidencing that the Conference Construction is
proceeding in accordance with the schedule set forth in the Conference
Construction Contract and confirming the matters set forth in the
preceding clauses (i) through (iii); and
51

(v) Cause all work on the golf course located on
the Real Property to proceed diligently and continuously in accordance
with the Capital Expenditure Plan previously approved by Agent in
connection therewith.

(q) Inspection; Repair. At all times during normal
business hours and upon reasonable prior notice, provide Agent, its
representatives and the Lender Construction Representative full and free access
to the Conference Improvements, the Conference Plans and Specifications and all
shop and related drawings. Prior to Conference Substantial Completion, as soon
as reasonably practical after receipt of written notice from Agent, Borrower
shall proceed diligently to remove all fixtures, equipment and other materials
which do not substantially conform to the Conference Plans and Specifications
and immediately thereafter repair and replace all work and materials so removed
or damaged thereby, in each case at Borrower's sole cost and expense and not
from the proceeds of any Conference Construction Disbursement.

(r) Final Lien Waivers. Within ten (10) Business Days
after the Final Conference Construction Disbursement, deliver to Agent the
Required Lien Waivers from the Contractor and each subcontractor who has
delivered a "notice to Owner" to Borrower under the Florida Construction Lien
Law and who has not previously delivered the Required Lien Waivers.

(s) Post-Completion. Within ninety (90) days after
Conference Substantial Completion, (i) complete, or cause to be completed, all
punch list items relating to the Conference Improvements, (ii) deliver to Agent
the As-Built Survey and the As-Built Conference Plans and Specifications and
(iii) obtain all final permits and approvals required for the normal use and
occupancy of the Conference Improvements (including a permanent certificate of
occupancy if required for occupancy under applicable laws or its equivalent for
each of the Conference Improvements).

(t) Deficiencies. Within twenty (20) days after receipt
from Agent of a notice of any Deficiency, which notice Agent may send to
Borrower at any time or times as Agent may deem appropriate to notify Borrower
that there is a Deficiency, deposit into the Facility Escrow Account an amount
sufficient to eliminate such Deficiency.

(u) Indemnity. Indemnify, defend and hold harmless the
Indemnified Parties from and against any and all liabilities, losses, claims,
damages and expenses incidental thereto, including reasonable attorneys' fees
and expenses, of any kind or nature directly or indirectly resulting from or
arising out of the Conference Construction Disbursements, the construction of
the Expansion Plan Improvements or any act or omission to act by the Lenders or
their respective officers, directors, employees or agents in connection
therewith, including, without limitation, all claims for commissions to any
broker or intermediary, disputes between or among Borrower, Contractor,
Architect, any design professional, subcontractors, material
52

suppliers and purchasers, unless caused by the gross negligence or willful
malfeasance of any Indemnified Party.

(v) Beach Club Construction. Borrower shall provide for
the Beach Club Reserve within the Facility Escrow Account which shall be
deducted from the Restricted Payments Available Amount. In the event Beach
Club Substantial Completion has not occurred by the Beach Club Completion Date
and Agent has not approved a plan for the Beach Club Construction on or prior
to the Beach Club Completion Date that contemplates a completion date
acceptable to Agent, then Borrower shall prepay the Facility on or prior to the
Beach Club Completion Date by an amount equal to the Beach Club Reserve.

(w) Interest Rate Protection Agreement. Enter into, and
perform its obligations under, such Interest Rate Protection Agreements such
that at all times while any Note shall remain outstanding, Borrower has
effectively hedged its risk against an increase in the LIBOR Base to a per
annum rate in excess of 8.75%.

(x) TAA. Within ninety (90) days after the Effective
Date, Borrower shall obtain from the Florida Department of Revenue a Technical
Assistance Advisement advising that no stamp or intangible taxes are or will be
due as a result of the transactions contemplated hereby and shall deliver a
copy of the same to Agent.

(y) Licenses and Permits. Within one hundred eighty
(180) days after the date hereof, obtain all licenses and permits described in
Section 4.1(g)(ii).

SECTION 5.2. NEGATIVE COVENANTS. Borrower covenants and
agrees that from the date hereof and for so long as this Agreement shall remain
in effect or any Note shall remain outstanding, Borrower shall not:

(a) Amendment or Modification. Amend, terminate or
modify, or permit to be amended, terminated or modified, or waived any
provisions or requirements of (i) in any manner that is not
immaterial, the Conference Plans and Specifications, (ii) in respect
of any monetary, financial or economic matter, or in respect of any
other material manner, the Conference Construction Contract or (iii)
in any material adverse manner, any Material Agreement.

(b) Change of Control. Without the written consent of
Agent (which consent may be withheld by Agent in its sole and absolute
discretion) cause, permit or suffer any Change of Control.

(d) Governing Documents. Without the prior written
consent of Agent, (i) amend, or permit to be amended, the Partnership
Agreement or Borrower's Certificate
53

of Limited Partnership or (ii) materially amend Managing General
Partner's Articles of Incorporation or by-laws.

(e) Other Indebtedness. Incur, or allow Borrower or
either General Partner to incur, any Indebtedness other than Permitted
Debt.

(f) Payments; Distributions. Pay any distributions,
dividends or other payments with respect to any Borrower Entity, any
partnership or other equity interest in any Borrower Entity, or return
any capital to any Borrower Entity or any partner or shareholder
thereof or make any distribution of assets, rights, options,
obligations or securities to any partner or shareholder thereof, or
pay any interest on or repay any principal of any loan made to any
Borrower Entity by any of the foregoing (each of the foregoing, a
"DISTRIBUTION") except as a Restricted Payment disbursement from the
Facility Escrow Account in accordance with the conditions set forth
in, and only to the extent permitted under, the Security Agreement.

(g) [Intentionally Omitted].

(h) Negative Pledge. Enter into or suffer to exist any
agreement prohibiting or conditioning the creation or assumption of
any lien upon any of its property or assets other than any such
agreement in favor of Agent and the Lenders or in connection with
Permitted Debt.

(i) Partnership. Become a general partner in any general
or limited partnership.

(j) Use of Property. Use, or cause to be used, the Real
Property as anything other than a first class resort hotel complex,
business conference center and resort membership club. Borrower shall
not use, or permit the use of, the Real Property for any other use
without the prior written consent of Agent, which consent may be
withheld by Agent in its sole and absolute discretion.

(k) Change Orders. Make or allow any material revision
to the Conference Plans and Specifications unless each of the
following conditions are satisfied:

(i) Agent shall have received written notice of
such revision signed by Borrower and the Lender Construction
Representative that includes a description of the changes;

(ii) Such revision shall not create a Deficiency
that is not cured by Borrower pursuant to Section 5.1(t); and
54

(iii) subject to the next sentence, Agent shall
have consented to such revisions, such consent not to be
unreasonably withheld or delayed. Such consent, however, will
not be required if such revisions are necessary to comply with
Legal Requirements or correct errors or insufficiencies in the
Conference Plans and Specifications or if the Lender
Construction Representative certifies to Agent that such
revisions, and the changes to be made in the Conference
Improvements reflected thereby, shall not, individually or in
the aggregate, (A) cause Conference Substantial Completion to
occur after the Conference Completion Date, (B) materially
alter the architectural format or style of the Conference
Improvements, (C) materially alter the structural, electrical
or mechanical components of the Conference Improvements, (D)
increase the cost of constructing the Conference Improvements
by more than $500,000 individually or $1,500,000 in the
aggregate or (E) violate any Legal Requirements.

(l) Deer Creek and Carolina. Without Agent's prior,
written consent, such consent not to be unreasonably withheld or
delayed, materially modify or terminate the Deer Creek Agreements or
Carolina Agreements.

(m) Conference Construction Contract. (i) Modify the
retainage amounts under the Conference Construction Contract or (ii)
modify the guaranteed maximum price payable under the Conference
Construction Contract except as a result of change orders permitted
pursuant to Section 5.2(k).

ARTICLE 6

EVENTS OF DEFAULT AND REMEDIES

SECTION 6.1. EVENTS OF DEFAULT. The occurrence of any of the
following shall constitute an "EVENT OF DEFAULT" hereunder:

(a) Failure to Repay Notes. The failure to pay (i) on
the Maturity Date, the outstanding principal of the Notes or (ii) when due, any
installment of principal or interest due under any Note or due to any Hedge
Provider under any Interest Rate Protection Agreements on or before the fifth
(5th) day after the same has become due and payable; provided, however, that no
Event of Default shall be deemed to have occurred under this clause (ii) if at
the time such payment of interest or principal is due, the balance of the
Facility Escrow Account is sufficient to pay such principal or interest and
such funds are distributable for such payment at such time pursuant to the
Security Agreement.

(b) Failure to Pay Other Monetary Obligations. The
failure to pay when due any money obligation (other than those set forth in
Section 6.1(a)) under any of the Loan
55

Documents on or before the fifth (5th) day after Agent has notified Borrower
that the same has become due and payable.

(c) Material Adverse Change. The occurrence of a
Material Adverse Change and such condition is not remedied within ten (10) days
after Agent has notified Borrower thereof; provided, however, that in the case
of a Material Adverse Change that is susceptible to cure but which cannot be
reasonably cured within such ten (10) days, such failure shall not constitute
an Event of Default provided that (A) Borrower shall submit to Agent, within
such ten (10) day period, a detailed plan to cure such Material Adverse Change
reasonably satisfactory to Agent and (B) Borrower shall diligently pursue the
curing of such Material Adverse Change.

(d) Litigation. The entry of any judgment against
Borrower or either General Partner in excess of $500,000 that is not satisfied
by the issuance of Permitted Debt, stayed on appeal or discharged or fully
bonded within thirty (30) days after such entry.

(e) [Intentionally omitted].

(f) Completion of Construction. The failure, subject to
Force Majeure, to effect Conference Substantial Completion on or before the
Conference Completion Date.

(g) Failure to Perform. The failure of Borrower to
perform any other term, covenant or condition of this Agreement or of any of
the other Loan Documents (other than any such failure specifically enumerated
in this Section 6.1) and the continuation of such default for thirty (30) days
following the giving of notice of such default to Borrower; provided, however,
that in the case of a failure which cannot be reasonably cured within such
thirty (30) days, such failure shall not constitute an Event of Default
provided that (A) Borrower shall submit to Agent, within such thirty (30) day
period, a detailed plan to cure such default reasonably satisfactory to Agent
and (B) Borrower shall diligently pursue the curing of such default. The
rights to notice and a cure period granted herein shall not be cumulative with
any other rights to notice or a cure period in any other Loan Document and the
giving of notice or a cure period pursuant to this paragraph shall satisfy any
and all obligations of Agent or the Lenders to grant any such notice or cure
period pursuant to any of the Loan Documents.

(h) Misrepresentations. The discovery that any
representation or warranty of any Borrower Entity under any of the Loan
Documents or other materials submitted to Agent or the Lenders in connection
with the Loan shall have been untrue or incorrect when made in any material
adverse respect.

(i) Change of Control. Any default in the performance of
Borrower's obligations under Section 5.2(b).
56

(j) Insolvency. (i) The commencement by any Borrower
Entity of a voluntary case under the Bankruptcy Code or the taking by any
Borrower Entity of any equivalent or similar action by the filing of a petition
or otherwise under any other federal or state law in effect at the time
relating to bankruptcy or insolvency;

(ii) (A) the entry of an order for relief against any
Borrower Entity under the Bankruptcy Code or any other federal or
state law in effect at the time relating to bankruptcy or insolvency
or (B) the filing of a petition against Borrower under the Bankruptcy
Code or the filing of a petition seeking any such equivalent or
similar relief against Borrower under any other federal or state law
in effect at the time relating to bankruptcy or insolvency, and, in
either case, the failure of such Borrower Entity to have such petition
dismissed within sixty (60) days after the date of such filing;

(iii) the making by any Borrower Entity of a general
assignment for the benefit of its or any of their creditors;

(iv) the appointment of a receiver, trustee, custodian or
similar officer for any Borrower Entity or for all or substantially
all of the property of any Borrower Entity and the failure by such
Borrower Entity, to secure the discharge of such receiver, trustee,
custodian or similar officer within sixty (60) days after the date of
such appointment; or

(v) the admission in writing by any Borrower Entity of
any inability to pay debts generally as they become due.

SECTION 6.2. REMEDIES. Upon the occurrence of any Event of
Default, Agent, in addition to any other rights or remedies available to Agent
and/or the Lenders at law or in equity, or under any of the other Loan
Documents, may exercise any one or more of the following rights and remedies as
it, in its sole discretion, deems necessary or desirable:

(a) Acceleration. Declare immediately due and payable,
without further notice or demand, all monies advanced under this Agreement, the
Notes, the Mortgage and/or any of the Loan Documents which are then unpaid,
together with all interest then accrued thereon and all other amounts then
owing (including any LIBOR Breakage or Swap Breakage owed as a result of such
declaration), and exercise all rights and remedies hereunder and under the
Notes, the Mortgage and/or any of the other Loan Documents at law, in equity or
otherwise; provided, however, that in the event of an actual or deemed entry of
an order for relief with respect to any Borrower Entity under the Bankruptcy
Code, the Notes and all obligations thereunder and under any other Loan
Agreement shall automatically become due and payable, without presentment,
demand, protest or any notice of any kind, all of which are hereby expressly
waived by Borrower.
57

(b) Possession. Enter upon and take possession of the
Real Property and proceed in the name of Agent, the Lenders or Borrower, as the
attorney-in-fact of Borrower (which authority is hereby granted by Borrower, is
coupled with an interest, and is irrevocable), as Agent shall elect. If Agent
elects to so enter upon and take possession of the Real Property, Agent (i) may
enforce or cancel all contracts entered into by Borrower (including the
Conference Construction Contract) or make other contracts which are in Agent's
sole opinion advisable, (ii) may complete the construction of the Conference
Construction and/or the Beach Club Construction and (iii) shall be reimbursed
by Borrower upon demand any reasonable amount or amounts expended by Agent for
such performance together with any reasonable costs, charges, or expenses
incident thereto or otherwise incurred or expended by Agent or its
representatives (including an Appraisal) on behalf of Borrower in connection
with the Real Property, and the amounts so expended (A) shall be considered
part of the Facility evidenced by the Notes and secured by the Mortgage and (B)
shall bear interest at the Default Rate.

(d) Injunctive Relief. Institute appropriate proceedings
for injunctive relief (including specific performance of the obligations of
Borrower hereunder).

(e) Cash Management. From and after the acceleration of
any Notes in accordance with paragraph (a) above resulting from either an Event
of Default described in Section 6.1(a), (b), (i), (j), any Prohibited Transfer
or any other material Event of Default, direct the Operating Account Depositary
to transfer the entire balance of the Operating Account to the Facility Escrow
Account to be held and applied first to Operating Expenses approved by Agent
and then to amounts payable under the Facility, in each case, in accordance
with a separate "lock-box" agreement between Agent and Borrower in form and
substance satisfactory to Agent and which shall govern the collection and
disbursement of the Rents and Profits until such time as such acceleration is
either rescinded or completion of a foreclosure of the Mortgage.

SECTION 6.3. REMEDIES CUMULATIVE; WAIVERS. All of the
remedies herein given to Agent and/or the Lenders or otherwise available at law
or in equity to Agent and/or the Lenders shall be cumulative and may be
exercised separately, successively or concurrently. Failure to exercise any
one of the remedies herein provided shall not constitute a waiver thereof by
Agent or the Lenders, nor shall the use of any such remedies prevent the
subsequent or concurrent resort to any other remedy or remedies vested in Agent
and/or the Lenders by the Loan Documents or at law or in equity. To be
effective, any waiver by Agent or the Lenders must be in writing and such
waiver shall be limited in its effect to the condition or default specified
therein, and no such waiver shall extend to any subsequent condition or
default.
58

ARTICLE 7

MISCELLANEOUS

SECTION 7.1. AGENT'S DISCRETION. If any condition of this
Agreement requires the submission of evidence of the existence or non-existence
of a specified fact or facts, or implies as a condition the existence or
non-existence of such fact or facts, Agent will, at all times, be free
independently to establish to its sole satisfaction and in its sole discretion
such existence or nonexistence. Where any matter herein requires the approval
or consent of Agent, the giving or refusal to give such approval or consent
shall be within Agent's sole discretion and shall be valid only if given in
writing, except as may be expressly stated otherwise; provided, that Agent
shall endeavor to diligently and expeditiously review the matters involved with
such approval or consent and shall not unreasonably delay its notice to
Borrower of its decision as to whether or not to grant such approval or
consent.

SECTION 7.2. NO THIRD PARTY BENEFICIARY. The parties do not
intend the benefits of this Agreement to inure to any third party, nor shall
this Agreement be construed to make or render Agent or the Lenders liable to
Contractor, any subcontractor, materialman, laborer or other person for goods
or materials supplied or work or labor furnished or services rendered in
connection with the completion of the Expansion Plan Improvements, or for debts
or claims accruing to any such persons against Borrower. Neither Agent nor the
Lenders shall be liable for the manner in which the Facility may be applied by
Borrower. Notwithstanding anything contained herein, in the Notes or in any
other Loan Document, or any conduct or course of conduct by any one or more of
Borrower, Agent and the Lenders, before or after the execution of this
Agreement, this Agreement shall not be construed as creating, or operate to
create, any right, claim or cause of action against Agent or the Lenders or any
of their respective officers, directors, agents or employees, in favor of any
contractor, subcontractor, design professional, supplier of labor or materials,
or any of their respective creditors, or any other person other than Borrower.
No part of the Facility will be at any time subject, or liable to attachment or
levy at the suit of any creditor of Borrower, or at the suit of any contractor,
subcontractor or material supplier, or any of their creditors, and regardless
of any other term, condition or provision hereof, no such third party will have
any status, right or entitlement hereunder.

SECTION 7.3. NO JOINT VENTURE. Nothing contained in this
Agreement or the other Loan Documents shall create a partnership or joint
venture or principal-agent relationship among any of Borrower, Agent and the
Lenders or between Agent or the Lenders and any other party, or cause Agent or
the Lenders to be liable in any way for the debts or obligations of Borrower or
any other party.

SECTION 7.4. RELIANCE ON REPRESENTATIONS AND WARRANTIES.
Agent and the Lenders shall be entitled to rely upon the representations and
warranties of any Borrower Entity set forth in any of the Loan Documents
without any investigation by Agent or the
59

Lenders and notwithstanding any investigation conducted by Agent or the Lenders
or on their behalf before or after the date hereof.

SECTION 7.5. NOTICES. All notices, approvals, consents,
requests, demands and other communications with, to, from or upon the
respective parties hereto shall be in writing and shall be hand delivered, sent
by facsimile (with request for confirmation) or sent by guaranteed overnight
delivery service or by registered mail, return receipt requested, postage
prepaid, addressed as follows:

If to Agent or the Lenders:

The Bank of Nova Scotia, New York Agency
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Office Head for Real Estate Banking,
New York Agency
Facsimile: (000) 000-0000

With a required copy to:

Shearman & Sterling
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Real Estate Notices
6405/4341 TGL
Facsimile: (000) 000-0000

If to Borrower:

Panthers BRHC Limited
000 Xxx Xxxx Xxxxxxxxx
Xxxxx 0000
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx, Esq.
Facsimile: (000) 000-0000

With a required copy to:

Akerman, Senterfitt & Xxxxxx, P.A.
Xxx Xxxxxxxxx Xxxxx Xxxxxx
00xx Xxxxx
Xxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxxxx, Esq.
60

Facsimile: (000) 000-0000

and

The Private Merchant Banking Corporation
000 Xxxxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx X. Xxxxxx
Facsimile: (000) 000-0000

or to such other address as either party may designate from time to time by
notice to the other in the manner set forth herein. All such communications
shall be deemed to be given (i) if hand delivered, sent by facsimile (with
confirmed receipt) or sent by guaranteed overnight delivery service, on the day
received (or, if such day is not a Business Day, on the first Business Day
thereafter), or (ii) if mailed, on the third Business Day following deposit
thereof in the U.S. Mail.

SECTION 7.6. TIME OF THE ESSENCE. All dates and times for
performance set forth herein or in any of the other Loan Documents (whether or
not elsewhere so stated) are of the essence; provided, however, that this
Section 7.6 shall not affect any notice or cure periods specifically set forth
in the Loan Documents.

SECTION 7.7. COUNTERPARTS. This Agreement may be executed in
any number of counterparts. All such counterparts will be deemed to be
originals and will together constitute but one and the same instrument.

SECTION 7.8. GOVERNING LAW. This Agreement shall be governed
by and construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed solely within such State.

SECTION 7.9. SEVERABILITY. Any provision in any of the Loan
Documents that is unenforceable or invalid in any jurisdiction shall, as to
such jurisdiction, be ineffective, but only to the extent of such
unenforceability or invalidity and without affecting the remaining provisions
thereof or affecting the operation, enforceability or validity of such
provision in any other jurisdiction.

SECTION 7.10. JURISDICTION. Borrower hereby consents to the
jurisdiction of the courts of New York and/or the United States District Court
for the Southern District of New York in any and all actions or proceedings
arising hereunder or pursuant hereto, and irrevocably agrees to service of
process by any method permitted by applicable law.
61

SECTION 7.11. SURVIVAL. All agreements, representations and
warranties made in this Agreement shall remain in full force and effect until
the entire unpaid principal amount of the Facility, together with accrued but
unpaid interest thereon and all other amounts due and payable by Borrower to
Agent and/or the Lenders, have been paid in full.

SECTION 7.12. CONTROLLING DOCUMENT; AMENDMENT. The
provisions of this Agreement (including the exhibits attached hereto) shall be
deemed complementary to the provisions of the other Loan Documents, but in the
event of conflict, the provisions hereof shall be deemed to modify and
supersede the conflicting provisions in such other Loan Documents and to
control to the extent enforceable under applicable law. Neither this Agreement
nor any of the other Loan Documents may be modified or amended except by a
written agreement executed by the party against whom enforcement thereof is
sought.

SECTION 7.13. WAIVER OF JURY TRIAL. EACH OF BORROWER, AGENT
AND THE LENDERS HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR
OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS, THE
FACILITY OR THE ACTIONS OF AGENT OR ANY LENDER IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

SECTION 7.14. MERGER. This Agreement, the Loan Documents and
the Exhibits attached hereto and thereto set forth the full and complete
understanding of the parties with respect to the Facility. The terms and
provisions of any other agreement between the parties with respect to the
Facility, written or oral, are superseded by this Agreement, the Loan Documents
and the Exhibits attached hereto and thereto in their entirety and shall be of
no further force or effect.

SECTION 7.15. ASSIGNMENT BY LENDERS. Each Lender may,
without obtaining the consent of Borrower, (i) re-book its portion of the
Facility with any domestic or foreign lending office, (ii) assign all or any
part of its rights and obligations hereunder and under any Note to any other
party and/or (iii) sell to one or more banks, persons or other entities,
participating interests in or to its rights under any Note or any other
interest hereunder; provided, that (A) no action set forth in this Section 7.15
above by any Lender results in any increased costs to Borrower pursuant to
Section 2.6, 2.7, 2.8 or 2.10(b) and (B) prior to the occurrence of an Event of
Default, no Lender shall assign all or any part of its rights hereunder or
under any Note to any Person other than an Eligible Assignee. Each Lender may,
in connection with any such participation or sale, disclose to any participant
or assignee or proposed participant or assignee that is an Eligible Assignee,
any information relating to Borrower furnished to such Lender by or on behalf
of Borrower.

SECTION 7.16. RIGHT OF SET-OFF. Subject to Section 6.2(e),
upon the occurrence and during the continuance of any Event of Default, Agent
is hereby authorized at
62

any time and from time to time, to the fullest extent permitted by law, to set
off and apply any and all deposits (general or special, time or demand,
provisional or final, but excluding any accounts expressly designated to be
owned by Borrower in trust for unrelated parties), including, without
limitation, the Facility Escrow Account, the Operating Account and the
Replacement Reserve Account at any time held and other indebtedness at any time
owing by Agent to or for the credit or the account of Borrower against any and
all of the obligations of Borrower now or hereafter existing under this
Agreement or any other Loan Document; provided, however, that unless Agent
shall have accelerated the Facility, prior to Conference Substantial
Completion, Agent shall set off and apply amounts from the Facility Escrow
Account only to pay the costs of curing any default by, or enforcing the
obligations of, Borrower under the Loan Documents. Agent shall give Borrower
prompt notice of any such set-off and application; provided, however, that the
failure to give such notice shall not affect the validity of such set-off and
application.

SECTION 7.17. LIMITATION ON LIABILITY. (a) Subject to the
limitations and exceptions contained in subsections (b), (c) and (d) below, no
Exculpated Party shall have any personal liability under this Agreement or any
of the Loan Documents, and no deficiency judgment shall be sought or enforced
against any Exculpated Party. Recourse of Agent shall, subject to the
limitations and exceptions contained in subsections (b), (c) and (d) below, be
limited to, and satisfied exclusively from, the assets of the Borrower,
including but not limited to the collateral and security provided under the
Loan Documents.

(b) A judgment may be sought, obtained, entered and
enforced against an Exculpated Party to the extent necessary to preserve or
enforce the rights and remedies of Agent in, to or against the collateral and
other security provided under the Loan Documents, and nothing contained in this
Section shall be construed to limit, prejudice or impair the rights of Agent to
enforce its rights and remedies against any property mortgaged, pledged,
encumbered, assigned or granted to secure payment or performance under the Loan
Documents, so long as no deficiency judgment or any judgment in the nature of a
deficiency judgment or for money damages is obtained or enforced against an
Exculpated Party.

(c) Each General Partner shall be personally liable to
Agent and the Lenders for their respective damages (including loss of principal
or interest and the Lenders' attorneys' fees and collection costs) arising out
of any of the following circumstances:

(i) fraud of Borrower or either General Partner;

(ii) the making by Borrower or either General Partner of
any representation or warranty that was incorrect or untrue in any
material respect at the time made; and

(iii) any misappropriation or misapplication of Rents and
Profits, security deposits, insurance proceeds or condemnation awards
relating to the Property or other collateral security provided under
the Loan Documents in violation of the Loan
63

Documents or any Distribution to a partner of Borrower in violation of
the Loan Documents.

(d) Nothing contained herein shall affect any liability
of any party under the Environmental Indemnity.

SECTION 7.18. INDEMNITY. Subject to Section 7.17, Borrower
agrees to indemnify and hold harmless Agent, the Lenders and their respective
partners, officers, directors, employees, agents and shareholders (the
"INDEMNIFIED PARTIES") from and against any and all losses, damages, claims,
costs and expenses (including reasonable attorneys' fees and disbursements)
which may be imposed on, incurred by or asserted against any of the Indemnified
Parties in connection with any transaction or matter at any time arising
(including, without limitation, such time as BRHC was the owner of the
Property) and in any way connected with the Property, the Facility, the
Original Loan Documents or the Loan Documents, including, without limitation,
(i) the grant by Borrower or BRHC (as predecessor in title to Borrower) to
Agent of security title to the Property pursuant to the Mortgage, (ii) all
claims and demands whatsoever that may be asserted against any Indemnified
Parties by reason of any alleged obligations or undertaking on Agent's part by
virtue of the Mortgage to collect the Rents and Profits or (iii) the exercise
by Agent of any of its rights pursuant to the Security Agreement, except, in
each case, to the extent any such loss, damage, claim, cost or expense is the
result of the willful misconduct or gross negligence of the Indemnified Party.
Any amount payable under this Section shall be deemed a demand obligation,
shall bear interest at the Default Rate and shall be secured by the Mortgage
and the Security Agreement.

SECTION 7.19. CONFIDENTIALITY. Neither Agent nor any Lender
shall disclose any Borrower Confidential Information to any Person without the
consent of Borrower, other than (i) to Agent's or such Lender's Affiliates and
their officers, directors, employees, agents and advisors involved in
originating, administering or servicing the Facility and to actual or
prospective assignees and participants, and then only on a confidential basis
(and, in the case of participants and prospective assignees, only after
receiving their written agreement to preserve such confidentiality), (ii) as
required by any law, rule or regulation or judicial process and (iii) as
requested or required by any state, federal or foreign authority or examiner
regulating banks or banking.

SECTION 7.20. LENDER EXCULPATION. AGENT AND THE LENDERS
SHALL HAVE NO LIABILITY HEREUNDER FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR
INDIRECT DAMAGES UNLESS FOUND BY A COURT OF COMPETENT JURISDICTION TO HAVE
ACTED HEREUNDER IN BAD FAITH OR IN A GROSSLY NEGLIGENT MANNER.
64

ARTICLE 8

AGENT

SECTION 8.1. AUTHORIZATION AND ACTION. Each Lender
irrevocably appoints and authorizes Agent to take such action as agent on its
behalf and to exercise such powers under this Agreement and the other Loan
Documents as are delegated to Agent by the terms hereof and thereof, together
with all such powers as are reasonably incidental thereto. Borrower may rely,
without inquiry, on the authority of Agent to act on behalf of Lender until
Borrower receives notice of the appointment of a successor Agent.

SECTION 8.2. SUCCESSOR AGENT. For purposes of this Agreement
and all the other Loan Documents to which Agent is a party, subject to the
appointment and acceptance of another Lender (approved by the Required Lenders
and Borrower, if applicable) as successor Agent, Agent may resign as such at
any time upon giving written notice thereof to the Lenders and Borrower. Agent
may be removed at any time upon the consent of the Required Lenders other than
Scotiabank, and a successor Agent approved by the Required Lenders shall
thereupon be immediately appointed by the Lenders. The Lenders shall promptly
notify Borrower of any removal of Scotiabank as Agent and the appointment of
any successor Agent. Upon any resignation or removal of Scotiabank or any
successor Agent as Agent, Scotiabank or such successor Agent, as applicable,
shall deliver to any successor Agent all documents, records or instruments in
its possession relating to it as Agent. Upon acceptance of any appointment as
Agent, the successor Agent shall thereupon succeed to all the rights, powers,
privileges and duties of the retiring Agent. After any Agent's resignation, the
provisions of this Article 8 shall continue in effect for its benefit in
respect of any actions taken or omitted by it while it was acting as Agent.

ARTICLE 9

COLLATERAL RELEASE PROVISIONS

SECTION 9.1. PARTIAL RELEASE OF COLLATERAL. In the event
Borrower desires to sell or otherwise convey any portion of the Real Property,
including in connection with a determination by Borrower to (a) convert the
Villas and/or certain other Real Property to a condominium or time-sharing form
of ownership and to sell interests therein or (b) redesign the main complex
golf course and, in connection therewith, create, develop and sell residential
lots thereon, Borrower may request a release from the lien of the Mortgage on
the applicable portion of the Real Property. Upon receipt of such request,
Agent shall execute and deliver such documents and other instruments in
recordable form as shall be necessary to release the applicable parcels from
the lien of the Mortgage; provided, that each of the following conditions shall
have been satisfied:
65

(i) No Event of Default shall have occurred and be
continuing;

(ii) Agent shall have approved all documents and
agreements relating thereto, including any condominium declaration,
reciprocal easement agreement, management agreement or other agreement
relating thereto;

(iii) Borrower has effected a valid subdivision of the
applicable parcels from the Land and has otherwise complied with, and
such development shall comply with, all Legal Requirements;

(iv) Borrower has provided Agent with such endorsements to
the Title Policy as Agent shall request insuring the Lenders' interest
in the Mortgage with respect to the remaining Real Property as a
valid, enforceable and subsisting first priority lien on such Real
Property, subject only to the Permitted Exceptions;

(v) Borrower shall have provided Agent with satisfactory
evidence that the parcels to be released are or will be assessed and
taxed separately from the remaining Property upon recording of the
transferring deed;

(vi) In the case of a release of Real Property currently
constituting a portion of the main complex golf course, Borrower shall
have delivered evidence satisfactory to the Agent that (A) the
redesign of the golf course will not materially adversely affect the
value and utility of the main complex golf course as an amenity to the
Real Property and (B) such redesign shall not result in a Material
Adverse Change either upon completion or during any period of redesign
or reconstruction, in each case, as reasonably determined by Agent;

(vii) Borrower shall have provided Agent with such surveys,
drawings, plans, specifications, certificates, proposed easements,
consents, agreements and opinions of counsel acceptable to Agent and
other evidence as Agent may reasonably request or require to enable
Agent to determine that the foregoing conditions have been satisfied;

(viii) Borrower shall have paid all of Agent's costs and
expenses (including the reasonable fees and expenses of all attorneys
and other consultants retained by Agent) incurred in connection with
Agent's review of such request for release (whether or not such
request is approved) and in connection with the preparation,
negotiation, execution and delivery of all documents, instruments and
agreements relating thereto;

(ix) Borrower shall pay to Agent the Net Sales Proceeds as
a prepayment of the Facility to the extent outstanding and then to the
Subordinate Facility; and

(x) Such release shall not cause a Material Adverse
Change.
66

Notwithstanding paragraph (ix) above, there shall be no
release price payable to Agent with respect to a release of a portion of the
Real Property if (A) the Net Sale Proceeds realized from the sale or other
disposition of such assets are deposited into a segregated account that is
pledged to, and under the sole dominion and control of Agent (the "SPECIAL
PROJECT ACCOUNT") for application solely in accordance with a capital
expenditure plan (a "CAPITAL EXPENDITURE PLAN") (including any nonrecourse
project debt or other debt or equity financing which Borrower proposes to
employ to finance a portion of such capital expenditures) that has been
approved by Agent in its sole and absolute discretion and (B) Agent reasonably
determines that, upon completion of the capital improvements to be funded by
such amounts, there will be adequate Available Cash Flow in the absence of such
released Real Property to make payment of Total Debt Service and Operating
Expenses and to fund the Replacement Reserve Account and Tax Reserve Account in
accordance with the terms and provisions of the Security Agreement. Upon any
such deposit of Net Sales Proceeds into the Special Project Account, Borrower
shall execute and deliver such amendments and modifications to the Security
Agreement as Agent requests in connection with the depositing of Net Sales
Proceeds into, and the subsequent disbursement of such amounts from, Special
Project Account.

* * *

[SIGNATURES BEGIN ON NEXT PAGE]
67

IN WITNESS WHEREOF, Borrower, Agent and the Lenders have
executed this Agreement as of the date first above written.

BORROWER:

PANTHERS BRHC LIMITED, a
Florida Limited partnership

By: Panthers BRGP Corporation, a Florida
corporation, Managing General Partner

By:
--------------------------------------
Xxxxxx X. Xxxxxx
Vice President

By: Boca Raton Hotel and Club Limited
Partnership, a Florida limited partnership,
a General Partner

By: BRMC, L.P., a Delaware limited
partnership, general partner

By: BRMC, Inc., a Delaware corporation,
general partner

By:
--------------------------------
Xxxxxx X. Xxxxxx
Authorized Officer

[SIGNATURES CONTINUED ON NEXT PAGE]

AGENT:

THE BANK OF NOVA SCOTIA,
NEW YORK AGENCY

By:
-------------------------------------------
Xxx Xxxxxxxxxx
Vice President

LENDERS:

THE BANK OF NOVA SCOTIA,
NEW YORK AGENCY

By:
-------------------------------------------
Xxx Xxxxxxxxxx
Vice President

[SIGNATURES CONTINUED ON NEXT PAGE]

BANKERS TRUST COMPANY

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

THE ROYAL BANK OF SCOTLAND PLC

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

BANKBOSTON, N. A. (formerly known as The First
National Bank of Boston)

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

THE INTERNATIONAL COMMERCIAL BANK OF CHINA,
NEW YORK AGENCY

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

[SIGNATURES CONTINUED ON NEXT PAGE]

KREDIETBANK N. V.

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

Schedule 1

Quarterly Facility Amortization

Quarterly Amortization Date Quarterly Amortization Amount
--------------------------- -----------------------------

September 30, 1998 $750,000
December 31, 1998 $750,000
March 31, 1999 $750,000
June 30, 1999 $750,000
September 30, 1999 $1,250,000
December 31, 1999 $1,250,000
March 31, 2000 $1,250,000
June 30, 2000 $1,250,000
September 30, 2000 $1,750,000
December 31, 2000 $1,750,000
March 31, 2001 $1,750,000
June 30, 2001 $1,750,000

Schedule 2

[Intentionally omitted]
73

Schedule 3

Litigation

[To follow]
74

Exhibit A

Form of Amended and Restated Note

$_____________ As of June ___, 0000
Xxx Xxxx, Xxx Xxxx

FOR VALUE RECEIVED, the undersigned, PANTHERS BRHC LIMITED, a
Florida limited partnership ("BORROWER"), HEREBY PROMISES TO PAY to the order
of _______________ ("LENDER") the principal sum of ______________________
______________________________ ($__________) (the "PRINCIPAL AMOUNT"), which
amount constitutes a portion of the Facility (as defined in the Loan Agreement
(as hereinafter defined)) made by Lender to Borrower pursuant to the Loan
Agreement, in the manner provided in the Loan Agreement together with (i)
interest on any and all principal amounts remaining unpaid hereunder until said
principal amounts are paid in full, payable as provided in the Loan Agreement,
and (ii) any and all other amounts that may be due by Borrower to Lender in
connection with the Principal Amount in accordance with the Loan Documents.

Capitalized terms used in this Amended and Restated Note (this
"NOTE") and not otherwise defined are used as defined in that certain Amended
and Restated Loan Agreement, dated as of the date hereof, among Borrower, The
Bank of Nova Scotia, New York Agency, as agent ("AGENT") for itself, Lender and
the other bank parties thereto (the "Loan Agreement").

Both principal and interest are payable in lawful money of the
United States of America to the Lender not later than 11:00 a.m., New York City
Time, at the place set forth in the Loan Agreement, in immediately available
funds.

This Note is a renewal of the indebtedness outstanding under a
certain Senior Note, dated as of August 22, 1996, made by Boca Raton Hotel and
Club Limited Partnership payable to the order of Lender. All Florida
documentary stamp taxes and intangible taxes on the indebtedness evidenced by
said Senior Note were previously paid and affixed to the mortgages and future
advance notices identified in that certain Note Consolidation and Renewal
Agreement, Mortgage Extension Agreement, Mortgage Spreader Agreement and
Mortgage Modification (Sixth) Agreement, dated as of August 22, 1996, recorded
in the Public Records of Palm Beach County, Florida. This Note evidences a
"refinancing" exempt from further intangible taxes under Fla. Stat. ss.
199.145(4) because the amount of this Note does not exceed the amount
outstanding under the Senior Note renewed hereby. This Note is exempt from
Florida documentary stamp taxes under Fla. Stat. ss. 201.08 because it has been
executed and delivered by the Borrower outside the State of Florida and because
no assumption agreement or other mortgage modification has been recorded in
said Public Records in connection herewith.
75

A-2

This Note is entitled to the benefits of the Loan Agreement
and is secured by, inter alia, the Mortgage and the Security Agreement. The
Loan Agreement, the Mortgage and the Security Agreement are incorporated herein
by reference and shall be deemed a part of this Note as if set forth in full
herein.

The Principal Amount, together with all interest accrued and
unpaid thereon and all other sums then due and payable to Lender under this
Note, shall be due and payable in full on the Maturity Date; provided, however,
that prepayment of all or a portion of the Facility may be required under
certain circumstances as provided in the Loan Agreement; and provided, further,
that upon the occurrence of an Event of Default, at the option of Agent, the
entire unpaid balance of this Note, together with all interest accrued and
unpaid thereon and all other sums then due and payable hereunder, may become
immediately due and payable in the manner, upon the conditions, and with the
effect provided in, the Loan Agreement, and the rights and remedies provided in
the Loan Agreement, the Mortgage and the Security Agreement shall apply.

This Note may be prepaid, in whole or in part, under the
circumstances set forth in, and otherwise in accordance with and subject to the
terms of, the Loan Agreement, and any such prepayment shall be applied in the
manner provided in the Loan Agreement.

Borrower, for itself and its successors and assigns and any
endorsers of this Note from time to time, hereby waives presentment for
payment, demand, notice of dishonor, protest, notice of protest and any other
notice Borrower may lawfully waive and any and all lack of diligence or delays
in the collection or enforcement hereof, and waives and renounces all rights to
the benefits of any statute of limitations and any moratorium, appraisement,
exemption and homestead rights now provided or which may hereafter be provided
by any federal or state statute, including, but not limited to, exemptions
provided or allowed under the Bankruptcy Code, both as to itself and as to all
of its property, whether real or personal, against the enforcement and
collection of the obligations evidenced by this Note and any and all
extensions, renewals and modifications hereof.

No failure on the part of Lender to exercise, and no delay in
exercising, and no course of dealing with respect to, any right, power or
privilege under this Note shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, power or privilege under this Note
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The remedies provided herein are cumulative and not
exclusive of any remedies provided by law.

Borrower waives trial by jury in any action brought on, under
or by virtue of this Note.

The provisions of this Note shall be governed by and
interpreted in accordance with the laws of the State of New York applicable to
agreements made and to be performed within such State.
76

A-3

Any notice, request, demand, consent, approval or other
communication which Borrower or Lender is obligated or may elect to give
hereunder shall be given in the form and in the manner set forth in the Loan
Agreement for the giving of notices thereunder and shall be deemed given for
the purposes hereof at such time as the same, if given under the Loan
Agreement, would be deemed given.

The provisions of this Note shall bind Borrower and its
successors and assigns and inure to the benefit of Lender and Borrower and
their respective successors and assigns. Without limiting the generality of
the foregoing, it is expressly agreed that for so long as the Property (as
defined in the Mortgage) or any portion thereof remains subject to the lien of
the Mortgage, the obligations assumed hereunder by Borrower shall be binding
upon all future owners of the interest of Borrower in the Property.

This Note may not be changed, amended, modified or discharged
orally, but only by an instrument signed by Borrower and Lender, and compliance
with the terms of this Note may be waived only by an instrument in writing
signed by the party waiving compliance.

This Note may not be assigned except as permitted by the Loan
Agreement.

If Borrower shall fail to make any payment due under this Note
after the notice and within the grace periods, if any, provided for in the Loan
Agreement, such failure shall constitute an Event of Default hereunder. The
Loan Agreement, the Mortgage and the Security Agreement specify other events
and circumstances which would constitute Events of Default hereunder and
thereunder.

Subject to the limitations and exceptions set forth below, no
Exculpated Party shall have any personal liability under this Agreement or any
of the Loan Documents, and no deficiency judgment shall be sought or enforced
against any Exculpated Party. Recourse of Agent shall, subject to the
limitations and exceptions set forth below, be limited to, and satisfied
exclusively from, the assets of the Borrower, including but not limited to the
collateral and security provided under the Loan Documents.

A judgment may be sought, obtained, entered and enforced
against an Exculpated Party to the extent necessary to preserve or enforce the
rights and remedies of Agent in, to or against the collateral and other
security provided under the Loan Documents, and nothing contained herein shall
be construed to limit, prejudice or impair the rights of Agent to enforce its
rights and remedies against any property mortgaged, pledged, encumbered,
assigned or granted to secure payment or performance under the Loan Documents,
so long as no deficiency judgment or any judgment in the nature of a deficiency
judgment or for money damages is obtained or enforced against an Exculpated
Party.
77

A-4

Each General Partner shall be personally liable to Lender for
Lender's damages (including loss of principal or interest and Lender's
attorneys' fees and collection costs) arising out of any of the following
circumstances:

(i) fraud of Borrower or either General Partner;

(ii) the making by Borrower or either General Partner of
any representation or warranty that was incorrect or untrue in any
material respect at the time made; and

Nothing contained herein shall affect any liability of any
party under the Environmental Indemnity.

* * *

[SIGNATURES ON NEXT PAGE]
78

A-5

IN WITNESS WHEREOF, Borrower has executed this Note on the
date first set forth above.

BORROWER:

PANTHERS BRHC LIMITED, a
Florida Limited partnership

By: Panthers BRGP Corporation, a Florida
corporation, Managing General Partner

By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Xxxxxx X. Xxxxxx
Vice President

By: Boca Raton Hotel and Club Limited
Partnership, a Florida limited partnership,
a General Partner

By: BRMC, L.P., a Delaware limited partnership,
general partner

By: BRMC, Inc., a Delaware corporation,
general partner

By: /s/ Xxxxxx X. Xxxxxx
---------------------------------
Xxxxxx X. Xxxxxx
Chief Executive Officer

Exhibit B

[Intentionally Omitted]
80

Exhibit C

Description of Conference Plans and Specifications

See Attachment "E" to the Conference Construction Contract
which is incorporated herein by this reference.
81

Exhibit D

Construction Budget

[To be attached]
82

Exhibit E

Form of Request for Conference Construction Disbursement

Panthers BRHC Limited ("BORROWER"), the borrower under that
certain Amended and Restated Loan Agreement (the "AGREEMENT"; capitalized terms
not otherwise defined herein have the meanings given in the Agreement), dated
as of June __, 1997 and entered into among Borrower, The Bank of Nova Scotia,
as agent for the Lenders, and the Lenders, hereby certifies to and requests of
Agent as follows:

(a) Construction Costs. Attached hereto as Schedule 1 is a
true and correct summary of the Conference Construction Disbursements
previously made to Borrower and the amount of the Conference
Construction Disbursement requested hereby for Conference Construction
Costs.

(b) Request to Agent for Disbursement. Borrower hereby
requests Agent to direct the Facility Depositary to make a Conference
Construction Disbursement in the amount of $____________.

(c) Representations. Borrower hereby represents to the
Lender and Starwood that (i) all Conference Construction Costs set
forth in previous Requests for Conference Construction Disbursement
have been paid in full, (ii) all Conference Construction Costs
incurred to date and set forth in this Request for Conference
Construction Disbursement, have been or will be paid in full out of
the Conference Construction Disbursement requested hereby, (iii) the
Conference Construction Disbursement requested hereby shall be used
solely for reimbursable Conference Construction Costs in accordance
with the Loan Documents, (iv) the representations and warranties set
forth in clauses (a) through (q) (except for (j)) of Section 4.1 of
the Loan Agreement) are true and correct in all material respects and
(v) no Default or Event of Default exists.

BORROWER:

PANTHERS BRHC LIMITED, a
Florida Limited partnership

By: Panthers BRGP Corporation, a Florida
corporation, Managing General Partner

By:
------------------------------------
Xxxxxx X. Xxxxxx
Vice President

E-2

By: Boca Raton Hotel and Club Limited
Partnership, a Florida limited
partnership, a General Partner

By: BRMC, L.P., a Delaware limited
partnership, general partner

By: BRMC, Inc., a Delaware corporation,
general partner

By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Xxxxxx X. Xxxxxx
Authorized Officer

Schedule 1 to Exhibit E

Conference Construction Costs

BILLING PERIOD

From: _________
Thru: _________

CONTRACTOR'S APPLICATION FOR PAYMENT

1. Original Contract Sum $
--------
2. Net Change by Change Orders $
--------
3. Contract Sum to Date (Line 1 & 2) $
--------
4. Total Completed & Stored to Date $
--------
5. Retainage Held by Owner $
--------
6. Total Earned Less Retainage $
--------
7. Less Previous Payments $
--------
8. Current Payment Due $
--------
9. Balance to Finish, Including Retainage $
--------

CHANGE ORDER SUMMARY ADDITIONS DEDUCTIONS NET CHANGE

Change Orders Approved Previous Month

Time Extension

Total Change Order

Time Extension to Date:

Exhibit F

Form of Inspection Certificate

Reference is made to that certain Amended and Restated Loan
Agreement (the "AGREEMENT"; capitalized terms not otherwise defined herein have
the meanings given in the Agreement), dated as of _______ __, 1997, among
Panthers BRHC Limited ("BORROWER"), The Bank of Nova Scotia, New York Agency,
as agent for the Lenders, and the Lenders.

___________________ ("LENDER CONSTRUCTION REPRESENTATIVE")
hereby certifies to the Lenders on the basis of an inspection of the Conference
Improvements made by Inspecting Engineer on _______________, 19__ as follows:

(a) Lender Construction Representative estimates that, as
of the date of such inspection, _____% of the Conference Improvements
have been completed on the basis of work in place as part of the
Conference Improvements.

(b) The work in place as part of the Conference
Improvements as of the date of such inspection was completed
substantially in accordance with the Conference Plans and
Specifications therefor approved by the Lender Construction
Representative.

(c) The fair value of the Conference Construction Costs
actually incurred for work in place as part of the Conference
Improvements is $_________.

(d) Lender Construction Representative estimates that the
sum necessary to pay for all Conference Construction Costs to be
incurred after the date hereof in completing the Conference
Improvements is $_______________.

(e) Lender Construction Representative estimates that,
subject to Force Majeure, Conference Substantial Completion shall
occur on or about _____________________, 19__.

Dated:___________________, 19__ LENDER CONSTRUCTION REPRESENTATIVE

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

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

Exhibit G

Form of Contractor's Certificate

BILLING PERIOD

From: _________
Thru: _________

CONTRACTOR'S APPLICATION FOR PAYMENT

CHANGE ORDER SUMMARY ADDITIONS DEDUCTIONS NET CHANGE

Change Orders Approved Previous Month

Time Extension

Total Change Order

Time Extension to Date:

THE UNDERSIGNED CONTRACTOR CERTIFIES TO THE BANK OF NOVA SCOTIA, NEW YORK
AGENCY, AS AGENT, THAT TO THE BEST OF THE CONTRACTOR'S KNOWLEDGE, INFORMATION
AND BELIEF THE WORK COVERED BY THIS APPLICATION FOR PAYMENT HAS BEEN COMPLETED
IN ACCORDANCE WITH ITS CONTRACT WITH PANTHERS BRHC LIMITED, THAT ALL AMOUNTS
HAVE BEEN PAID BY THE CONTRACTOR FOR WORK FOR WHICH PREVIOUS CERTIFICATES FOR
PAYMENT WERE ISSUED AND PAYMENTS RECEIVED FROM THE OWNER, AND THAT THE CURRENT
PAYMENT SHOWN HEREIN IS NOW DUE.

FLUOR XXXXXX, INC.

------------------------------------------
Name:
Title:
87

Exhibit H

Form of Consent to Assignment of Agreement

THIS CONSENT AND AGREEMENT is given as of the __ day of _____,
1997, by ___________________ ("CONSENTING PARTY") to, and for the benefit of,
THE BANK OF NOVA SCOTIA, NEW YORK AGENCY, individually and as agent ("AGENT")
for itself and the Lenders (as defined in the Loan Agreement (as hereinafter
defined)).

The undersigned hereby consents to the assignment of that
certain [IDENTIFY CONTRACT], dated ______ __, 199_ (the "CONTRACT"), between
Consenting Party and Panthers BRHC Limited ("BORROWER"), pursuant to that
certain Amended and Restated Pledge, Assignment and Security Agreement (the
"ASSIGNMENT") from Borrower to Agent and hereby agrees with Agent and the
Lenders that:

(a) Upon the occurrence of an Event of Default under that
certain Amended and Restated Loan Agreement (as the same may, from time to
time, be amended, supplemented or otherwise modified, the "LOAN AGREEMENT"),
dated as of ______ __, 1997, among Borrower, Agent and the Lenders and the
acceleration of Borrower's obligations thereunder, the Lenders shall be
entitled to the performance by the undersigned of all of the undersigned's
obligations under, and to exercise any and all rights and remedies of, Borrower
under, or in connection with, the Contract; provided, however, that in no event
shall Consenting Party's obligations to the Lenders exceed those existing under
the Contract.

(b) Consenting Party will not, without providing Agent thirty
(30) days' prior, written notice, (i) cancel or terminate the Contract or
consent to or accept any cancellation or termination thereof, or (ii)
materially amend or otherwise modify the Contract; and

IN WITNESS WHEREOF, the undersigned has caused this Consent to
be duly executed and delivered as of the date first above written.

[Consenting Party]

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

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