Execution Copy 


AMENDED AND RESTATED 

ADMINISTRATIVE SERVICES AGREEMENT


          THIS
AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT (“Agreement”)
dated as of the 31st day of December, 2007, is made 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.” 


RECITALS:


          WHEREAS, the
Company and Bluegreen
previously entered into that certain Administrative Services Agreement dated as
of June 16, 2000 (the “Original
Administrative Services Agreement”), which provided for an
arrangement by which Bluegreen provided certain general and administrative
services relating to the Big Cedar Timeshare Project on the terms set forth
therein; and 


          WHEREAS, the
Company and Bluegreen now
desire to amend and restate the Original Administrative Services Agreement in
its entirety 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 Original Administrative Services
Agreement is hereby amended by striking said Original Administrative Services
Agreement in its entirety and substituting therefore the following Amended and
Restated Administrative Services Agreement: 


          1.        Definitions.



                    (a)     Annual
Sales Volume shall mean the annual gross sales of
timeshare interests in the Timeshare Projects, less purchaser cancellation and
defaults, determined quarterly. 


                    (b)     Big
Cedar Timeshare Project shall mean that certain timeshare project
developed by the Company known as the Wilderness Club at Big Cedar and located
contiguous to the Big Cedar Lodge in Ridgedale, Taney County, Missouri, including
that portion of the Big Cedar Timeshare Project known as “Building 3000,” which
timeshare project is located on that certain property described on Exhibit “B”
to the Operating Agreement and incorporated herein by this reference. 


                    (c)     Operating
Agreement shall mean that certain Amended and Restated
Operating Agreement of Bluegreen/Big Cedar Vacations, LLC, dated as of the date
hereof, by and among Bluegreen and Big Cedar. 


                    (d)     Red
Rock Bluff 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 “C”
attached to the Operating Agreement and incorporated herein by this reference. 


                    (e)     Servicing
Agreement shall mean that certain Amended and Restated
Servicing Agreement, dated as of the date hereof, by and among Bluegreen
Corporation, the Company, and Big Cedar. 







                    (f)     Timeshare
Projects shall mean collectively the Big Cedar
Timeshare Project and the Red Rock Bluff Timeshare Project, together with such
other timeshare projects as may be owned, developed and sold by the Company
from time to time.  



          2.        Services
to be Provided. In
consideration of the Fee set forth in Section 5, Bluegreen agrees to perform
the following services for the benefit of the Company:  


                    (a)     Hiring,
firing and setting compensation for
the Company’s employees and managers in accordance with the Company’s approved
Annual Budget (as defined in the Operating Agreement), excepting the General
Manager who shall be employed in accordance with the Operating Agreement.   


                    (b)     Performing
business functions of the Company
as respects the use of internal accounting, management information, human
resources and other back-office services. 


                    (c)     Supervising
marketing and sales closings of
timeshare interests in the Timeshare Projects. 


                    (d)     Providing
and/or coordinating for the
centralized accounting, financing, legal, human resource, management
information services, budget preparation and management. 


          3.        Exception
from Services.
Bluegreen shall not be responsible for providing, and the Fee shall not
be deemed to be compensation for, any services provided by Bluegreen
Corporation, an affiliate of Bluegreen, for collecting or servicing purchaser
notes, which is the subject of the Servicing Agreement. 



          4.        Outside/Third
Party Services. All
fees, costs and expenses payable to third parties incurred by or on behalf of
the Company for outside services, as opposed to in-house services necessary to
provide the foregoing services including, by way of example and not limitation,
legal, accounting and audit fees, employee benefits, technological and similar
services, and all other mutually agreed-upon expenses as may be provided from
time to time for the benefit of the Company, shall be at the full cost and
expense of the Company (collectively, the “Permitted
Company Expenses”). All of
the foregoing Permitted Company Expenses shall be directly paid by the Company
or, if paid by Bluegreen, reimbursed by the Company, as applicable. Bluegreen may elect to use its available
in-house staff to perform some or all of the foregoing services when reasonably
appropriate, provided, that Bluegreen shall first obtain approval of Big Cedar
and that such services performed by Bluegreen in-house staff shall be at rates
at least as favorable to the Company as those available from unaffiliated
parties.  


          5.        Fee.
For
the performance of the services hereunder, the Company shall pay to Bluegreen
or Bluegreen Corporation (as Bluegreen may determine in its sole discretion), a
fee (“Fee”) equal to three percent
(3%) of the Annual Sales Volume of the Company, determined quarterly.  The Fee shall be due and payable in arrears
on the last day of each fiscal quarter, and the Company shall make such payment
in full no later than twenty (20) days after such date.  At such time, in addition to payment of the
Fee, the Company shall reimburse Bluegreen within thirty (30) days of the
Company’s receipt of an invoice for the Permitted Company Expenses incurred by
Bluegreen as set forth in Section 4.



          6.        No
Reimbursement of
Bluegreen Expenses.  Notwithstanding the Permitted Company
Expenses provided by Section 4 of
this Agreement, Bluegreen shall not be entitled to receive payment of or
reimbursement for any of its general and administrative fees, overhead, costs
or expenses incurred on behalf of the Company relating to the Timeshare
Projects including, without limitation, expenses incurred 


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 by Bluegreen representatives for travel to the Timeshare Projects in
Missouri for the purpose of providing services for this Agreement or other
related expenses. 


          7.        Breach.
In
the event of breach of this Agreement by any Party, each Party shall be
entitled to all remedies at law or in equity available, including remedies for
collection of amounts due, or for equitable relief, including any decree of
specific performance of the terms of this Agreement.  Under no circumstances shall any Party be liable to another for
any special, incidental, indirect, consequential, lost future revenue, income
or profits, diminution of value or loss of business reputation or opportunity,
punitive or similar damages in connection with this Agreement. 



          8.        Dispute
Resolution Procedure. In
the event of any dispute or disagreement between the Parties hereunder, either
party may give written notification of such dispute or disagreement to the
others. If such party giving notice is
the Company or Big Cedar, then the notice shall be given to John M. Maloney,
Jr., or the person then performing the duties at Bluegreen currently performed
by John M. Maloney, Jr. (“Bluegreen CEO”),
and if such party giving notice is Bluegreen, then notice shall be given to
James A. Hagale or the person performing the duties at the Company currently
performed by James A. Hagale (collectively with the Bluegreen CEO, the “CEOs”).
The CEOs shall communicate with each other promptly upon any notice,
with a view to resolving this dispute or disagreement within ninety (90) days
of commencing any negotiations (or such extended periods as the CEOs agree is
appropriate in any such case). The
foregoing shall be a condition precedent to the applicability of the breach
section as provided in Section 7, hereinabove.
During any period of such communications, all services prior to any
claimed breach shall continue without any alteration or modification, except as
acceptable to the party receiving such services.  


          9.        Employment-Related
Indemnity
and Insurance.  In addition to the indemnity set forth in Section 11, Bluegreen agrees to save and
hold harmless, to defend and indemnify, the Company against all actions,
proceedings, claims, demands, losses, outlays, damages or expenses, including
legal fees of any nature and character as may arise or be made against the
Company as a result of Bluegreen’s actions on behalf of the Company as set
forth in Section 2(a).  During the term of this Agreement, Bluegreen
shall maintain, at its sole cost and expense, employment practices liability
insurance in such amounts, and with such limits and deductibles as shall be
commercially reasonable; subject, however, to Bluegreen’s right to receive
reimbursement from the Company for such costs and expenses as a Permitted
Company Expense pursuant to Section 4.  Bluegreen shall provide the Company with
certificates of insurance on an annual basis verifying the insurance required
in this Section 9, and all such
policies shall name the Company as an additional insured thereunder and shall
waive all rights of subrogation against the Company.   


          10.        Indemnification
by the
Company.   The Company agrees to save and hold
harmless, to defend and indemnify, Bluegreen against all actions, proceedings,
claims, demands, losses, outlays, damages or expenses, including legal fees of
any nature and character as may arise or be made against Bluegreen as a result
of the Company’s violation of laws, breach of this Agreement, gross negligence
or willful acts or omissions in acting in relation to this Agreement, or which
Bluegreen may in any way incur in defending or prosecuting, settling or
discontinuing any such proceeding, action, claim, damage, expense or
outlay.  Notwithstanding the foregoing,
in no event shall the Company be obligated to indemnify Bluegreen from any
actions, proceedings, claims, demands, losses, outlays, damages or expenses
resulting from Bluegreen’s fraud, bad faith, dishonesty, violation of Laws,
willful misconduct, gross negligence or breach of the express terms of this
Agreement.   


          11.        Indemnification
by Bluegreen.   In
addition to the indemnity set forth in Section
9, Bluegreen agrees to save and hold harmless, to defend and
indemnify, the Company against all actions, 


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 proceedings, claims, demands, losses, outlays, damages or expenses,
including legal fees of any nature and character as may arise or be made
against the Company as a result of Bluegreen’s violation of laws, breach of
this Agreement, gross negligence or willful acts or omissions in acting in
relation to this Agreement, or which the Company may in any way incur in
defending or prosecuting, settling or discontinuing any such proceeding,
action, claim, damage, expense or outlay.
Notwithstanding the foregoing, in no event shall Bluegreen be obligated
to indemnify the Company from any actions, proceedings, claims, demands,
losses, outlays, damages or expenses resulting from the Company’s fraud, bad
faith, dishonesty, violation of Laws, willful misconduct, gross negligence or
breach of the express terms of this Agreement.   


          12.        Notices.
Any
notice or other document to be given hereunder by any Party to any other Party
shall be in writing and delivered by courier or by telecopy transmission or sent
by any express mail service, postage or fees prepaid: 


	
 

	
 

	
 

	
 


	
 

	
If to Bluegreen:

	
 

	
Bluegreen Corporation


	
 

	
 

	
 

	
4960 Conference Way North,
  Suite 100


	
 

	
 

	
 

	
Boca Raton, Florida 33431


	
 

	
 

	
 

	
Attn: Mr. John M. Maloney,
  Jr., President


	
 

	
 

	
 

	
 


	
 

	
With a copy to:

	
 

	
Weinstock & Scavo,
  P.C.


	
 

	
 

	
 

	
3405 Piedmont Road, N.E.,
  Suite 300


	
 

	
 

	
 

	
Atlanta, Georgia 30305


	
 

	
 

	
 

	
(404) 231-3999


	
 

	
 

	
 

	
(404) 231-1618


	
 

	
 

	
 

	
Attn: James J Scavo, Esq.


	
 

	
 

	
 

	
 


	
 

	
If to the Company:

	
 

	
Bluegreen Corporation


	
 

	
 

	
 

	
4960 Conference Way North,
  Suite 100


	
 

	
 

	
 

	
Boca Raton, Florida 33431


	
 

	
 

	
 

	
Attn: Mr. John M. Maloney,
  Jr., President


	
 

	
 

	
 

	
 


	
 

	
With a copy to:

	
 

	
Weinstock & Scavo,
  P.C.


	
 

	
 

	
 

	
3405 Piedmont Road, N.E.,
  Suite 300


	
 

	
 

	
 

	
Atlanta, Georgia 30305


	
 

	
 

	
 

	
(404) 231-3999


	
 

	
 

	
 

	
(404) 231-1618


	
 

	
 

	
 

	
Attn: James J Scavo, Esq.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
and


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Big Cedar, L.L.C.


	
 

	
 

	
 

	
2500 East Kearney Street


	
 

	
 

	
 

	
Springfield, Missouri
  65898


	
 

	
 

	
 

	
Tel: (417) 339-5100


	
 

	
 

	
 

	
Fax: (417) 334-3956


	
 

	
 

	
 

	
Attn: General Counsel


	
 

	
 

	
 

	
Attn: Toni M. Miller


	
 

	
 

	
 

	
 


	
 

	
With a copy to:

	
 

	
Latham & Watkins,
  L.L.P.


	
 

	
 

	
 

	
233 South Whacker Drive


	
 

	
 

	
 

	
Chicago, IL 60606


	
 

	
 

	
 

	
Tel: (312) 876-6520


	
 

	
 

	
 

	
Fax: (312) 993-6767


	
 

	
 

	
 

	
Attn: Michael A. Pucker,
  Esq.





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Or at such other address or
number for a Party as shall be specified by like notice.  Any notice which is delivered in the manner
provided herein shall be deemed to have been duly given to the Party to whom it
is directed upon actual receipt by such Party or its agent. 


          13.        Parties
Bound by Agreement.  The
terms, conditions and obligations of this Agreement shall inure to the benefit
of and be binding upon the Parties and their respective successors and
assigns.  Without the prior written
consent of the other party, no Party may assign such Party’s rights, duties or
obligations hereunder or any part thereof to any other person or entity. 


          14.        Number;
Gender.
Whenever the context so requires, the singular number shall include the
plural and the plural shall include the singular, and the gender of any pronoun
shall include the other genders. 


          15.        Headings.
The
headings of the sections of this Agreement are inserted for convenience only
and shall not be deemed to constitute part of this Agreement or to affect the
construction hereof. 


          16.        Modification
and Waiver.  Any
of the terms or conditions of this Agreement may be waived in writing at any
time by the party which is entitled to the benefits thereof.  No waiver of any of the provisions of this
Agreement shall be deemed to or shall constitute a waiver of any other
provision hereof. 


          17.        Construction.
This Agreement shall be construed in accordance with and governed by the
laws of the State of Missouri, exclusive of conflicts of laws principles.  No provision of this Agreement shall be
construed against or interpreted to the disadvantage of any party hereto by any
court or other governmental or judicial authority or by any board of
arbitrators by reason of such party or its counsel having or being deemed to
have structured or drafted such provision.
Unless otherwise expressly provided herein, all references in this
Agreement to Section(s) shall refer to the Section(s) of this Agreement.   Time is of the essence in the performance
of this Agreement. 


          18.        No
Limitation.  The
Parties agree that the rights and remedies of any Party under this Agreement
shall not operate to limit any other rights and remedies otherwise available to
any Party under the Operating Agreement or otherwise. 


          19.        Severability.
Any
provision of this Agreement 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 Agreement, 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. 


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          20.        Term.
The
term of this Agreement shall commence on the date hereof and continue for seven
(7) years thereafter, and shall, unless terminated by either of the Parties
hereto, 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. 


[Signatures follow on next page]


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                    IN
WITNESS WHEREOF, the Parties hereto have
caused this Agreement to be executed as of the date first above written. 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
BLUEGREEN/BIG CEDAR
  VACATIONS, LLC, a


	
 

	
Delaware limited liability
  Company


	
 

	
 

	
 

	
 

	
 


	
 

	
By: 

	
Bluegreen Vacations
  Unlimited, Inc., a Florida


	
 

	
Corporation


	
 

	
 

	
 

	
 

	
 


	
 

	
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:


	
 

	
 

	
 

	
 

	
 


	
 

	
BIG CEDAR, L.L.C., a
  Missouri limited


	
 

	
liability company


	
 

	
 

	
 

	
 

	
 


	
 

	
By: 

	



	
 


	
 

	
 

	
Toni M. Miller


	
 

	
 

	
Authorized Signatory





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