Execution Copy


         


        FIRST AMENDMENT 


        TO


        AMENDED AND RESTATED 


        ADMINISTRATIVE SERVICES AGREEMENT


         


                  THIS FIRST AMENDMENT TO AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT (this “Amendment”) is effective as of the 1st day of October, of 2010, by and among Bluegreen/Big Cedar Vacations, LLC, a Delaware
        limited liability company (the “Company”), Bluegreen Vacations Unlimited, Inc., a Florida corporation (“Bluegreen”), and Big Cedar, L.L.C., a Missouri limited liability company (“Big Cedar”). The Company, Bluegreen and Big Cedar are each referred to herein as a
        “Party”, and collectively as “Parties.”


         


        W I T N E S S E T H:


         


                  WHEREAS, Bluegreen, the Company, and Big Cedar previously entered into that certain Amended and Restated Administrative Services Agreement dated as of December 31, 2007 (the “Existing Agreement”), which provides
        for an arrangement by which Bluegreen provides certain general and administrative services relating to the Big Cedar Timeshare Project and the Long Creek Ranch Timeshare Project, on the terms set forth in the Existing Agreement; and


         


        WHEREAS, in connection with the Company’s acquisition of certain parcels for the purpose of developing the 109 Acres Timeshare Project and the Paradise Point Timeshare Project, Big Cedar, Bluegreen, and the Company now desire to amend the ExistingAgreement on the terms and conditions set forth herein.


         


        NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and the mutual promises contained herein, the Parties hereby agree to amend the Existing Agreement as follows:


         


        
            	
                        1.

                    	
                        Recitals. The recitals set forth above are true and correct and incorporated herein by reference. 

                    


        


         


        
            	
                        2.

                    	
                        Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Existing Agreement, as amended hereby. 

                    


        


         


        
            	
                        3.

                    	
                        Amendments to Section 1 and Modification of Other Terms.

                    


        


         


        
            	
                         

                    	
                        3.1.

                    	
                        All occurrences of the term “Red Rock Bluff Timeshare Project” in Section 1 of the Existing Agreement shall be replaced with the term “Long Creek Ranch Timeshare Project”.

                    


        


         


        
            	
                         

                    	
                        3.2.

                    	
                        The following definitions are hereby inserted in Section 1 of the Existing Agreement, in their appropriate locations based upon alphabetical order:

                    


        


         


        “109 Acres Timeshare Project” shall mean that certain timeshare project to be developed by the Company, located in Taney County, Missouri, which timeshare 


         


         


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        project shall be located on that certain property described on Exhibit H to the Operating Agreement and incorporated herein by this reference. 


         


        “Paradise Point Timeshare Project” shall mean that certain timeshare project to be developed by the Company, located in Taney County, Missouri, which timeshare project shall be located on that certain property described on Exhibit I
        to the Operating Agreement and incorporated herein by this reference. 


         


        
            	
                         

                    	
                        3.3.

                    	
                        The definition of “Operating Agreement” contained in Section 1 of the Existing Agreement is hereby deleted and amended and restated in its entirety as follows: 

                    


        


         


        “Operating Agreement” shall mean that certain Amended and Restated Operating Agreement of Bluegreen / Big Cedar Vacations, LLC, dated as of December 31, 2007, by and between Bluegreen and Big Cedar, as the same may be amended from time to time. 


         


        
            	
                         

                    	
                        3.4.

                    	
                        The definition of “Servicing Agreement” contained in Section 1 of the Existing Agreement is hereby deleted and amended and restated in its entirety as follows: 

                    


        


         


        “Servicing Agreement” shall mean that certain Amended and Restated Servicing Agreement, dated as of December 31, 2007, by and among Bluegreen Corporation, the Company and Big Cedar, as the same may be amended from time to time. 


         


        
            	
                         

                    	
                        3.5.

                    	
                        The definition of “Timeshare Projects” contained in Section 1 of the Existing Agreement is hereby deleted and amended and restated in its entirety as follows: 

                    


        


         


        “Timeshare Projects” shall mean collectively the Big Cedar Timeshare Project, the Long Creek Ranch Timeshare Project, the 109 Acres Timeshare Project, and the Paradise Point Timeshare Project, together with such other timeshare projects as may be owned, developed and sold by the Company from time to time.


         


        
            	
                         

                    	
                        3.6.

                    	
                        All references in this Amendment and in the Existing Agreement to the term “Agreement” shall refer to the Existing Agreement, as amended hereby and from time to time.

                    


        


         


        
            	
                        4.

                    	
                        Amendment to Section 12. Section 12 of the Existing Agreement is hereby amended by deleting the phrase: “Attention: Toni Miller”.

                    


        


         


        
            	
                        5.

                    	
                        Amendment to Section 20. Section 20 of the Existing Agreement is hereby deleted and amended and restated in its entirety as follows:

                    


        


         


        Term. The term of this Agreement shall commence on December 31, 2007 and continue until January 1, 2025, and shall, unless terminated by either of the Parties hereto, thereafter automatically renew for additional one (1) year periods; it being agreed that any Party desiring to terminate this Agreement at the end of the
        initial or any extension term shall provide not less than one hundred twenty (120) days prior written notice of such termination to the other Party.


         


         


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                        6.

                    	
                        Severability. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Amendment, and any such prohibition or unenforceability in any
                        jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by law, the Parties waive any provision of law which renders any such provision prohibited or unenforceable in any respect.

                    


        


         


        
            	
                        7.

                    	
                        Construction. This Amendment shall be construed in accordance with and governed by the laws of the State of Missouri, exclusive of conflicts of laws principles. 

                    


        


         


        
            	
                        8.

                    	
                        Effect of Headings. Headings and captions contained in this Amendment in no way define or limit the scope or intent of this Amendment. 

                    


        


         


        
            	
                        9.

                    	
                        Counterparts. This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same amendment, and shall become effective when one or more counterparts shall have been signed by each party and delivered to each other party. Facsimile, email and .pdf signatures hereon shall, for
                        all purposes, be considered originals.

                    


        


         


        
            	
                        10.

                    	
                        No Other Changes; Conflicts. Except as herein modified, the provisions of the Existing Agreement shall remain unchanged and in full force and effect. In the event of any conflict between the provisions of the Existing Agreement and the provisions of this Amendment, the provisions of this Amendment shall
                        control.

                    


        


         


        [Signature page follows]


         


         


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        IN WITNESS WHEREOF the parties hereto have executed and delivered this Amendment as of the date first written above.


         


        
            	
                         

                    	
                        BLUEGREEN/BIG CEDAR VACATIONS, LLC, a

                    
	 	Delaware limited liability Company
	 	 	 
	 	By:	 
	 	Please Print Name:  	 
	 	Its:	 
	 	 	 
	 	 	 
	 	 	 
	 	BLUEGREEN VACATIONS UNLIMITED, INC.,
	 	a Florida Corporation
	 	 	 
	 	By:	 
	 	Please Print Name:  	 
	 	Its:	 
	 	 	 
	 	 	 
	 	 	 
	 	Solely for the purposes of the rights set forth in Section 4 of the Agreement:
	 	 	 
	 	BIG CEDAR, L.L.C.,
	 	a Missouri limited liability company
	 	 	 
	 	By:	 
	 	 	James A. Hagale
	 	 	President


        


                       


         


         


         


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