April 23, 2009


         


        U.S. Bank National Association, as Indenture Trustee of BXG Receivables Note Trust 2002-A


        60 Livingston Avenue


        St. Paul, MN 55107


         


        
            	
                        Attention: 

                    	
                        Corporate Trust Services/

                    


        


        
            	
                         

                    	
                        BXG Receivables Note Trust 2002-A

                    


        


        Facsimile Number: (651) 495-8090


         


        RE: Notice of Intention to Redeem BXG Receivables Note Trust 2002-A, Timeshare Loan-Backed Notes, Series 2002-A, Class A, Class B, Class C and Class D (collectively, the “Notes”)


         


        Pursuant to and in accordance with Article X of that certain Indenture, dated as of November 15, 2002, by and among BXG Receivables Note Trust 2002-A, as Issuer, Bluegreen Corporation, as Servicer, Vacation Trust, Inc., as Club Trustee, Concord Servicing Corporation, as Backup Servicer and U.S. Bank National Association, as Indenture Trustee (the "Indenture"), we hereby notify you of the exercise of the
        Servicer’s option to redeem not less than all of the Notes. We shall redeem the Notes on Friday, May 8, 2009 (the “Redemption Date”). 


         


        As you have previously indicated that you would do so, we hereby request that you, as Indenture Trustee on behalf of the Servicer, give by first class mail, postage prepaid, mailed not less than fifteen (15) days prior to the Redemption Date to each Noteholder (April 23, 2009), at the address listed in the Note Register and to the Rating Agencies, the form of Notice of Full Redemption attached hereto as
        Exhibit A, all in accordance with Section 10.3 of the Indenture. 


         


        On or before the Business Day immediately preceding the Redemption Date, we shall deposit with you an amount equal to the Redemption Price and any amounts, fees and expenses that are required to be paid under the Indenture (less any portion of such payment to be made from funds held in any of the Trust Accounts). Capitalized terms not otherwise defined herein shall have the meaning given therein in the
        Indenture.


         


         


        
            	
                         

                    	
                        Bluegreen Corporation, as Servicer

                    


        


                        


        
            	
                         

                    	
                        By:

                    	
                        /s/ Allan J. Herz 

                    
	
                    	
                        Name:

                    	
                        Allan J. Herz

                    
	
                    	
                        Title:

                    	
                        Senior Vice President, Mortgage

                    
	
                    	
                    	
                        Operations and Assistant Treasurer

                    


        


         


         


        
            

        


        


        Exhibit A


         


        Form of Notice of Full Redemption


         


         


         


         


        (See attached)


         


         


        
            

        


        Notice of Full Redemption


        BXG RECEIVABLES NOTE TRUST 2002-A


        Timeshare Loan-Backed Notes, Series 2002-A


        Class A, Class B, Class C and Class D


         


        NOTICE IS HEREBY GIVEN, on behalf of Bluegreen Corporation, as Servicer, and pursuant to the terms of the Indenture, dated as of November 15, 2002, by and among BXG Receivables Note Trust 2002-A, as Issuer, Bluegreen Corporation, as Servicer, Vacation Trust, Inc., as Club Trustee, Concord Servicing Corporation, as Backup Servicer and U.S. Bank National Association, as Indenture Trustee (the
        “Indenture”), that the outstanding BXG Receivables Note Trust 2002-A, Timeshare Loan-Backed Notes, Series 2002-A, Class A, Class B, Class C and Class D (collectively, the “Notes”) have been called for full redemption on May 8, 2009 (the “Redemption Date”) at a price for each Class of Notes of the sum of the Outstanding Note Balance of such Class of Notes on the Redemption Date, together with the interest accrued thereon at the applicable Note Rate up
        to and including the Redemption Date (the “Redemption Price”) as depicted below for each Class of Notes. All capitalized terms not defined herein shall have the meaning given them in the Indenture. The Notes to be redeemed are:


         


        
            	
                       


                        Class

                  	
                      Stated


                        Maturity

                  	
                      Initial Note Balance

                  	
                 


                        Note Rate

                  	
                 


                        CUSIP No.*

                  
	
                        A

                    	
                        September 2014

                    	
                        $86,899,000

                    	
                        4.580%

                    	
                        056061 AA 2

                    
	
                        B

                    	
                        September 2014

                    	
                        $21,724,000

                    	
                        4.740%

                    	
                        056061 AB 0

                    
	
                        C

                    	
                        September 2014

                    	
                        $23,535,000

                    	
                        5.735%

                    	
                        056061 AC 8

                    
	
                        D

                    	
                        September 2014

                    	
                        $38,018,000

                    	
                        7.750%

                    	
                        056061 AD 6

                    


        


         


        REDEMPTION PRICE:


         


        
            	
                         

                    	
                       


                        Class

                  	
                Redemption Date Outstanding Note Balance

                  	
                 


                        accrued interest

                  	
          

                        Redemption Price

                    	
                         

                    
	
                         

                    	
                        A

                    	
                        $7,697,778.76

                    	
                        $23,154.19

                    	
                        $7,720,932.95

                    	
                         

                    
	
                         

                    	
                        B

                    	
                        $1,923,694.67

                    	
                        $5,988.49

                    	
                        $1,929,683.16

                    	
                         

                    
	
                         

                    	
                        C

                    	
                        $2,084,669.25

                    	
                        $7,851.82

                    	
                        $2,092,521.07

                    	
                         

                    
	
                         

                    	
                        D

                    	
                        $3,367,465.73

                    	
                        $17,139.75

                    	
                        $3,384,605.48

                    	
                         

                    
	
                         

                    	
                         

                    	
                         

                    	
                         

                    
	
                    	
                    	
                    	
                    	
                    	
                    	
                    	
                    	
                    


        


        Payment of the Redemption Price in respect of each Note called for redemption will become due and payable on the Redemption Date upon presentation and surrender thereof in the following manner:


        
            	
                        If by Mail:


                        U.S. Bank


                        Corporate Trust Services


                        P. O. Box 64111


                        St. Paul, MN 55164-0111


                         

                    	
                        If by Hand or Overnight Mail:


                        U.S. Bank


                        60 Livingston Avenue


                        1st Floor – Bond DropWindow


                        St. Paul, MN 55107

                    	
                         


                         

                    


        


        1-800-934-6802


         


        Noteholders presenting their notes in person for same day payment must surrender their bond(s) by 1:00 P.M. on the Redemption Date and a check will be available for pick up after 2:00 P.M. Checks not picked up by 4:30 P.M. will be mailed out to the noteholder via first class mail. If payment of the Redemption Price is to be made to the registered
        noteholder of a Note, you are not required to endorse such Note to collect the Redemption Price.


        Interest on the principal amount designated to be redeemed shall cease to accrue if payment of the Redemption Price is made on the Redemption Date.


         


        
            

        


        IMPORTANT NOTICE


        Under the Interest and Dividend Tax Compliance Act of 1983 as amended by the Energy Policy Act of 1992, 31% will be withheld if tax identification number is not properly certified.


        *The Indenture Trustee shall not be held responsible for the selection or use of the CUSIP number, nor is any representation made as to its correctness indicated in the Redemption Notice. It is included solely for convenience of the Noteholders.


         


        DATED THIS 23rd DAY OF APRIL, 2009


         


        BY U.S. BANK NATIONAL ASSOCIATION


        as Indenture Trustee