LOAN
AGREEMENT


Wachovia Bank, National Association

225 Water Street

Jacksonville, Florida 32202

(Hereinafter referred to as the “Bank”)


BLUEGREEN VACATIONS UNLIMITED, INC., a Florida
corporation

4960 Conference Way North

Suite 100

Boca Raton, Florida 33431

(Hereinafter referred to as “Borrower”)


This Loan Agreement (“Agreement”) is entered into
December 19, 2007, by and between Bank and Borrower.


This Agreement applies to the loan (the “Loan”)
evidenced by that certain Promissory Note dated as of even date herewith from
Borrower in favor of Bank in the original principal amount of $12,080,000.00
(as the same may be amended, restated, modified or replaced from time to time,
the “Note”), that certain Deed of Trust, Assignment of Rents and Security
Agreement (as the same may be amended, restated, modified or replaced from time
to time, the “Deed of Trust”), and all Loan Documents. The terms “Loan
Documents” and “Obligations,” as used in this Agreement, are defined in the
Note.


Relying upon the covenants, agreements,
representations and warranties contained in this Agreement, Bank is willing to
extend credit to Borrower upon the terms and subject to the conditions set
forth herein, and Bank and Borrower agree as follows:


REPRESENTATIONS. Borrower represents that from
the date of this Agreement and until final payment in full of the Obligations: Accurate
Information. All information now and hereafter furnished to Bank is
and will be true, correct and complete. Any such information relating to
Borrower’s financial condition will accurately reflect Borrower’s financial
condition as of the date(s) thereof, (including all material asserted
contingent liabilities of every type), and Borrower further represents that its
financial condition has not changed materially or adversely since the date(s)
of such documents. Authorization; Non-Contravention. The
execution, delivery and performance by Borrower and any guarantor, as
applicable, of this Agreement and other Loan Documents to which it is a party
are within its power, have been duly authorized as may be required and, if
necessary, by making appropriate filings with any governmental agency or unit
and are the legal, binding, valid and enforceable obligations of Borrower and
any guarantors; and do not (i) contravene, or constitute (with or without the
giving of notice or lapse of time or both) a violation of any provision of
applicable law, a violation of the organizational documents of Borrower or any
guarantor, or a default under any agreement, judgment, injunction, order, decree
or other instrument binding upon or affecting Borrower or any guarantor, (ii)
result in the creation or imposition of any lien (other than the lien(s)
created by the Loan Documents) on any of Borrower’s or any guarantor’s assets,
or (iii) give cause for the acceleration of any obligations of Borrower or any
guarantor to any other creditor. Asset Ownership. Borrower has good and
marketable title to all of the properties and assets secured by the Deed of
Trust, and all such properties and assets are free and clear of mortgages,
security deeds, pledges, liens, charges, and all other encumbrances, except as
otherwise disclosed to Bank by Borrower in writing and approved by Bank
(“Permitted Liens”). In addition, all of its stock is free and clear of liens, pledges
and encumbrances. To Borrower’s knowledge, no default has occurred under any
Permitted Liens and no claims or interests adverse to Borrower’s present rights
in its properties and assets have arisen. Discharge of Liens and Taxes. Borrower has
duly filed, paid and/or discharged all taxes or other claims that may become a
lien on any of its property or assets encumbered by the Deed of Trust, except
to the extent that such items are being appropriately contested in good faith
and an adequate reserve for the payment thereof is being maintained if required
by GAAP. Sufficiency
of Capital. Borrower is not, and after consummation of this
Agreement and after giving effect to all indebtedness incurred and liens
created by Borrower in connection with the Note and any other Loan 







Documents, will not be, insolvent within the meaning
of 11 U.S.C. § 101, as in effect from time to time. Compliance with Laws.
Borrower and any subsidiary and affiliate of Borrower and any guarantor are in
compliance in all material respects with all federal, state and local laws,
rules and regulations applicable to its properties, operations, business, and
finances, including, without limitation, any federal or state laws relating to
liquor (including 18 U.S.C. § 3617, et seq.) or narcotics (including 21 U.S.C.
§ 801, et seq.) and/or any commercial crimes; all applicable federal, state and
local laws and regulations intended to protect the environment; and the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), if applicable
with respect to the property encumbered by the Deed of Trust (the “Property”). None of Borrower,
or any subsidiary or affiliate of Borrower or any guarantor is a Sanctioned
Person or has any of its assets in a Sanctioned Country or does business in or
with, or derives any of its operating income from investments in or
transactions with, Sanctioned Persons or Sanctioned Countries in violation of
economic sanctions administered by OFAC. The proceeds from the Loan will not be
used to fund any operations in, finance any investments or activities in, or
make any payments to, a Sanctioned Person or a Sanctioned Country. “OFAC” means
the U.S. Department of the Treasury’s Office of Foreign Assets Control.
“Sanctioned Country” means a country subject to a sanctions program identified
on the list maintained by OFAC and available at http://www.treas.gov/offices/enforcement/ofac/sdn/index.shtml, or as otherwise
published from time to time. “Sanctioned Person” means (i) a person named on
the list of Specially Designated Nationals or Blocked Persons maintained by
OFAC available athttp://www.treas.gov/offices/enforcement/ofac/programs/index.shtml, or as otherwise
published from time to time, or (ii) (A) an agency of the government of a
Sanctioned Country, (B) an organization controlled by a Sanctioned Country, or
(C) a person resident in a Sanctioned Country to the extent subject to a
sanctions program administered by OFAC. Organization and Authority.
Borrower is duly created, validly existing and in good standing under the laws
of the state of its organization, and has all powers, governmental licenses,
authorizations, consents and approvals required to operate its business as now
conducted. Each corporation, partnership or limited liability company Borrower
and/or guarantor, as applicable, is duly qualified, licensed and in good
standing in each jurisdiction where qualification or licensing is required by
the nature of its business or the character and location of its property,
business or customers, and in which the failure to so qualify or be licensed,
as the case may be, in the aggregate, could have a material adverse effect on
the business, financial position, results of operations, properties or
prospects of Borrower or any such guarantor. No Litigation. There are no
material pending suits, claims or demands against Borrower or any guarantor
which would have a material adverse affect on their ability to repay the Loan
that have not been disclosed in Guarantor’s periodic filings with the
Securities and Exchange Commission (“SEC”) to Bank by Borrower in writing, and
approved by Bank. To the best of Borrower’s knowledge, there are no threatened
suits, claims or demands against Borrower or any guarantor which would have a
material adverse affect on their ability to repay the Loan that have not been
disclosed to Bank by Borrower in writing, and approved by Bank. ERISA.
Each employee pension benefit plan, as defined in ERISA, maintained by Borrower
meets, as of the date hereof, the minimum funding standards of ERISA and all
applicable regulations thereto and requirements thereof, and of the Internal
Revenue Code of 1986, as amended. No “Prohibited Transaction” or “Reportable
Event” (as both terms are defined by ERISA) has occurred with respect to any
such plan. Indemnity. Borrower will indemnify Bank and its affiliates from and against any
losses, liabilities, claims, damages, penalties or fines imposed upon, asserted
or assessed against or incurred by Bank arising out of the inaccuracy or breach of any of the
representations contained in this Agreement or any other Loan Documents.


AFFIRMATIVE COVENANTS. Borrower agrees that from the date hereof and
until final payment in full of the Obligations, unless Bank shall otherwise
consent in writing, Borrower will: Access to Books and Records. Allow
Bank, or its agents, during normal business hours and upon prior
advance written notice, access to the books, records and such other documents
of Borrower as Bank shall reasonably require, and allow Bank, to inspect, audit
and examine the same and to make extracts therefrom and to make copies thereof. Business Continuity. Conduct its business
in substantially the same manner and locations as such business is now and has
previously been conducted. Certificate of Full Compliance. Borrower shall
cause BLUEGREEN CORPORATION, a Massachusetts corporation (“Guarantor”) to
deliver to Bank a certificate of covenant compliance, including all
calculations, with the Annual Financial Statement and the Quarterly Financial
Statements required herein. Such certificate shall be in form reasonably
acceptable to Bank in its sole discretion and shall be certified by the
Guarantor to be true and 


Page 2







correct. Compliance with Other Agreements.
Comply with all terms and conditions contained in this Agreement, and any other
Loan Documents, and swap agreements, if applicable, as defined in 11
U.S.C. § 101, as in effect from time to time.
Estoppel
Certificate. Furnish, within 15 days after request by Bank, a
written statement duly acknowledged of the amount due under the Loan and, to
its knowledge, whether offsets or defenses exist against the Obligations. Insurance.
Maintain adequate insurance coverage with respect to the Property and business
against loss or damage of the kinds and in the amounts customarily insured
against by companies of established reputation engaged in the same or similar
businesses including, without limitation, commercial general liability
insurance, workers compensation insurance, and business interruption insurance;
all acquired in such amounts and from such companies as Bank may reasonably
require. Maintain
Properties. Maintain, preserve and keep the Property in good repair,
working order and condition, making all replacements, additions and
improvements thereto necessary for the proper conduct of its business,
unless prohibited by the Loan Documents. Notice of
Default and Other Notices. (a) Notice of Default. Furnish to Bank
immediately upon becoming aware of the existence of any condition or event
which constitutes a Default (as defined in the Loan Documents) or any event
which, upon the giving of notice or lapse of time or both, may become a
Default, written notice specifying the nature and period of existence thereof
and the action which Borrower is taking or proposes to take with respect
thereto. (b) Other Notices. Promptly notify Bank in writing of (i) any
material adverse change in its financial condition or its business; (ii) any
default under any material agreement, contract or other instrument to which it
is a party or by which any of its properties are bound, or any acceleration of
the maturity of any indebtedness owing by Borrower; (iii) any material adverse
claim against or affecting Borrower or any part of its properties. Bank
acknowledges that disclosure of all such matters in Guarantor’s SEC filings
constitutes notice thereof to Bank; (iv) the commencement of, and any material
determination in, any litigation with any third party or any proceeding before
any governmental agency or unit in an amount which would require Guarantor to
disclose such litigation or proceeding to the SEC. Bank acknowledges that
disclosure of all such matters in Guarantor’s SEC filings constitutes notice
thereof to Bank; and (v) at least 30 days prior thereto, any change in
Borrower’s name or address as shown above, and/or any change in Borrower’s
structure. Other Financial Information. Deliver promptly such other
information regarding the operation, business affairs, and financial condition
of Borrower which Bank may reasonably request.


NEGATIVE COVENANTS. Borrower agrees that from the date hereof and
until final payment in full of the Obligations, unless Bank shall otherwise
consent in writing, Borrower will not: Default on Other Contracts or Obligations.
Default on any material contract with or obligation when due to a third party
or default in the performance of any obligation to a third party incurred for
money borrowed in excess of $5,000,000.00 which is not cured within the
applicable cure period. Government Intervention. Permit the making
of any seizure, vesting or intervention by or under authority of any governmental entity, as a result of which the management of
Borrower or any
guarantor is displaced of its authority in the conduct of its respective
business or such business is curtailed or materially impaired. Judgment
Entered. Permit the entry of any monetary judgment in excess of
$1,000,000.00, or the assessment against, the filing of any tax lien against,
or the issuance of any writ of garnishment or attachment against the Property,
not dismissed or bonded within thirty (30) days. 


ANNUAL FINANCIAL STATEMENTS. Borrower shall cause Guarantor to deliver to
Bank, within ninety (90) days after the close of each fiscal year, audited
financial statements reflecting its operations during such fiscal year,
including, without limitation, a balance sheet, profit and loss statement and
statement of cash flows, with supporting schedules; all on a consolidated basis
with respect to Guarantor and its subsidiaries and affiliates, as applicable,
and in reasonable detail, prepared in conformity with generally accepted
accounting principles, applied on a basis consistent with that of the preceding
year, except as disclosed in the notes to such financial statements. All such
statements shall be examined by an independent certified public accountant
acceptable to Bank. The opinion of such independent certified public accountant
shall not be acceptable to Bank if qualified due to any limitations in scope
imposed by Guarantor or any other person or entity. Any other qualification of
the opinion by the accountant shall render the acceptability of the financial
statements subject to Bank’s approval. Notwithstanding the foregoing, any
adverse, qualified or scope limitation with the Guarantor’s audit opinion
relative to Section 404 of the Sarbanes-Oxley Act of 2002 will not make an
otherwise unqualified opinion on the financial statement audit unacceptable to
Bank unless, in the Bank’s opinion, such adverse, qualified or scope


Page 3







limitation is material in
nature, including, without limitation, calling into question the effectiveness
of the Borrower’s internal control under Section 404. Guarantor shall provide
Bank with a copy of any management letter addressed to it from such independent
accountant.


QUARTERLY FINANCIAL STATEMENTS. Borrower shall cause Guarantor to deliver
to
Bank, within sixty (60) days after the end of each fiscal quarter, unaudited
management-prepared quarterly financial statements including, without
limitation, a balance sheet, profit and loss statement and statement of cash
flows, with supporting schedules; all on a consolidated basis with respect to
Guarantor and its subsidiaries and affiliates, all in reasonable detail and
prepared in conformity with generally accepted accounting principles, applied
on a basis consistent with that of the preceding year except as disclosed in
the notes to such financial statements. Such statements shall be certified as
to their correctness by a principal financial officer of Guarantor.


FINANCIAL COVENANTS. Borrower agrees to the following provisions from
the date hereof until final payment in full of the Guaranteed Obligations,
unless Bank shall otherwise consent in writing, and all financial covenants
shall be calculated on a consolidated basis, using the financial information
for Guarantor, its subsidiaries and affiliates, as applicable: Adjusted
Total Liabilities to Adjusted Tangible Net Worth Ratio. Borrower
shall cause Guarantor to maintain, on a consolidated basis, at all times, a
ratio of Adjusted Total Liabilities to Adjusted Tangible Net Worth of not more
than 2.25 to 1.00. This covenant will be tested quarterly upon Bank’s receipt
of the Quarterly Financial Statements required herein. “Adjusted Total
Liabilities” shall mean the sum of all liabilities of Guarantor on a
consolidated basis, excluding deferred income, any non-recourse obligations
backed by vacation ownership receivables, cash and cash equivalents, and debt
fully subordinated to Bank on terms and conditions acceptable to Bank in its
sole discretion; and including capitalized leases and all reserves for deferred
taxes and other deferred sums appearing on the liabilities side of a balance
sheet, all in accordance with generally accepted accounting principles applied
on a consistent basis. “Adjusted Tangible Net Worth” shall mean total assets
minus Adjusted Total Liabilities. For purposes of this computation, the
aggregate amount of any intangible assets of Guarantor including, without
limitation, goodwill, franchises, licenses, patents, trademarks, trade names,
copyrights, service marks, and brand names, shall be subtracted from total
assets. EBITDA
to Interest Ratio. Borrower shall cause Guarantor to maintain, on a
consolidated basis, at all times, an EBITDA to Interest Ratio of not less than
2.50 to 1.00. “EBITDA to Interest Ratio” shall mean (i) the sum of earnings
before interest expense, taxes, depreciation expense and amortization, divided
by (ii) interest expense net of interest income. This covenant shall be
tested quarterly upon Bank’s receipt of the Quarterly Financial Statements
required herein. Liquidity Requirement. Borrower shall cause Guarantor to
maintain, on a consolidated basis, at all times, unencumbered Liquid Assets of
not less than $50,000,000.00. “Liquid Assets” shall mean the sum of all
unrestricted cash and unencumbered timeshare receivables. This covenant shall
be tested quarterly upon Bank’s receipt of the Quarterly Financial Statements
required herein. Account
Relationships. Guarantor has established and shall maintain depository and treasury
services relationships with Bank.


JOINDER. Bank agrees to join
easements, declarations, condominium and timeshare documents, and other land
development documents, provided same are in form and content reasonably
acceptable to Bank.


CONDITIONS PRECEDENT. The obligations of
Bank to make the loan and any advances pursuant to this Agreement are subject
to the following conditions precedent:Additional
Documents. Receipt by Bank of such additional supporting documents
as Bank or its counsel may reasonably request. Opinion of Counsel. On or
prior to the date of any extension of credit hereunder, Bank shall have
received a written opinion of the counsel of Borrower in form reasonably
acceptable to Bank and Bank’s counsel.


DEFAULTS AND REMEDIES. If the following
event occurs, a default (“Default”) under this Agreement shall exist: failure
to timely pay or perform any of the terms, covenants or obligations under this
Agreement or a default under any other Loan Document, in any case not cured
within the applicable cure period set forth in the Note or other Loan Document,
if any.


Page 4







Upon the occurrence of a Default, Bank shall have the
right to declare immediately due and payable the outstanding principal balance
of the Note, all accrued and unpaid interest thereon and all other sums due in
connection therewith, and Bank may exercise any right, power or remedy
permitted by law or as set forth in any of the Loan Documents.


FEE. Borrower shall pay Bank a fee in the
amount of $30,200.00 upon the closing of the Loan.


[CONTINUES ON FOLLOWING PAGE]


Page 5







IN WITNESS WHEREOF, Borrower and Bank, on
the day and year first written above, have caused this Agreement to be duly
executed under seal.


	
 

	
 

	
 


	
 

	
BORROWER:


	
 

	
 


	
 

	
BLUEGREEN VACATIONS
 UNLIMITED, INC.,


	
 

	
a Florida corporation


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice
 President


	
 

	
 

	
 


	
 

	
 

	
[CONTINUES ON FOLLOWING PAGE]





Page 6







	
 

	
 

	
 


	
 

	
BANK:


	
 

	
 


	
 

	
Wachovia Bank, National Association


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Karen Leikert, Senior Vice President





Page 7







SCHEDULE
1

COVENANT COMPLIANCE CERTIFICATE


Borrower Name: BLUEGREEN VACATIONS UNLIMITED, INC., a
Florida corporation


Guarantor Name: BLUEGREEN CORPORATION, a Massachusetts
corporation


For the fiscal ________________ ended
____________________


ALL CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN
SHALL HAVE THE MEANINGS GIVEN IN THE LOAN DOCUMENTS.


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
COVENANT

	
 

	
ACTUAL

	
 

	
REQUIRED


	


	
 

	


	
 

	



	
Adjusted Total Liabilities to
 Adjusted

	
 

	
 

	
 

	
not more than 2.25 to 1.00


	
Tangible Net Worth

	
 

	
 

	
 

	
 


	
 

	
(a)

	
Adjusted Total Liabilities

	
 

	
__________

	
 

	
 


	
 

	
(b)

	
total assets

	
 

	
__________

	
 

	
 


	
 

	
(c)

	
intangible assets

	
 

	
__________

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
(a) divided by the sum of (b) minus

	
 

	
 

	
 

	
 


	
(a) minus (c) equals Adjusted Total Liabilities to

	
 

	
 

	
 

	
 


	
Adjusted Tangible Net Worth of __________

	
 

	
 

	
 

	
Compliance?
 Yes No


	
 

	
 

	
 

	
 

	
 


	
EBITDA to Interest Ratio

	
 

	
 

	
 

	
not less than 2.5 to 1.00


	
 

	
(a)

	
net income

	
 

	
__________

	
 

	
 


	
 

	
(b)

	
interest expense, less 

	
 

	
 

	
 

	
 


	
 

	
 

	
interest income

	
 

	
__________

	
 

	
 


	
 

	
(c)

	
taxes

	
 

	
__________

	
 

	
 


	
 

	
(d)

	
depreciation expense

	
 

	
__________

	
 

	
 


	
 

	
(e)

	
amortization

	
 

	
__________

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
the sum of (a) plus (b)

	
 

	
 

	
 

	
 


	
plus (c) plus (d) plus (e) divided by (b) 

	
 

	
 

	
 

	
 


	
equals EBITDA to Interest 

	
 

	
 

	
 

	
 


	
Ratio of __________

	
 

	
 

	
 

	
Compliance?
 Yes No


	
 

	
 

	
 

	
 

	
 


	
Liquidity Requirement

	
 

	
 

	
 

	
Not Less Than $50,000,000.00


	
 

	
(a)

	
unrestricted cash

	
 

	
__________

	
 

	
 


	
 

	
(b)

	
unencumbered time

	
 

	
__________

	
 

	
 


	
 

	
 

	
share receivables

	
 

	
__________

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
Sum of (a) plus (b) equals

	
 

	
 

	
 

	
 


	
Liquid Assets of : __________

	
 

	
 

	
 

	
Compliance?
 Yes No