SIXTH
AMENDED AND RESTATED LOAN AGREEMENT


Wachovia Bank, National
Association

225 Water Street

Jacksonville, Florida 32202

(Hereinafter referred to as the “Bank”)


Bluegreen Corporation, a Massachusetts corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33341

(Hereinafter referred to as “Bluegreen Corporation”)


Bluegreen Resorts Management, Inc., a Delaware
corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


Bluegreen Vacations Unlimited, Inc., a Florida
corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


Bluegreen Holding Corporation (Texas), a Delaware
corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


Bluegreen Southwest One, L.P., a Delaware limited
partnership

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


Bluegreen Asset Management Corporation, a Delaware
corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


Bluegreen Carolina Lands, LLC, a Delaware limited
liability company

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


Bluegreen Corporation of Tennessee, a Delaware
corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


Bluegreen Corporation of the Rockies, a Delaware
corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


Bluegreen Properties of Virginia, Inc., a Delaware
corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


Bluegreen Resorts International, Inc., a Delaware
corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431







Carolina National Golf Club, Inc., a North Carolina
corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


Leisure Capital Corporation, a Vermont corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


Bluegreen West Corporation, a Delaware corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida
33431


Bluegreen Golf Clubs, Inc., a Delaware corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


Bluegreen Interiors, LLC, a Delaware limited liability
company

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


Bluegreen Southwest Land, Inc., a Delaware corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


New England Advertising Corporation, a Vermont
corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


Bluegreen Guaranty Corporation, a Florida corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


Jordan Lake Preserve Corporation, a North Carolina
corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


Leisure Communication Network, Inc., a Delaware
corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


Managed Assets Corporation, a Delaware corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


travelheads, inc., a Florida corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


Encore Rewards, Inc., a Delaware corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


Leisurepath, Inc., a Florida corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


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BXG Realty, Inc., a Delaware corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


Texas Homesite Realty, Inc., a Texas corporation

f/k/a Mystic Shores Realty, Inc.

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


Brickshire Realty, Inc., a Virginia corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


Catawba Falls, LLC, a North Carolina limited liability
company

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


Preserve at Jordan Lake Realty, Inc., a North Carolina
corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


Bluegreen Purchasing & Design, Inc., a Florida
corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


Great Vacation Destinations, Inc., a Florida
corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


Lake Ridge Realty, Inc., a Texas corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


Bluegreen Communities of Texas, L.P., a Delaware
limited partnership

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


Pinnacle Vacations, Inc., a Delaware corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


Bluegreen Communities of Georgia, LLC, a Georgia
limited liability company

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


Bluegreen Communities of Georgia Realty, Inc., a
Georgia corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


BXG Realty Tenn, Inc., a Tennessee corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


Page 3







Bentwater Realty, Inc., a Texas corporation

f/k/a Mountain Lakes Realty, Inc.

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


Bluegreen Nevada, LLC, a Delaware limited liability
company

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


Family Fun Company, LLC, a Delaware limited liability
company

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


BXG Mineral Holdings, LLC, a Delaware limited
liability company

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


Texas Hill Country Realty, Inc., a Texas corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


BXG Construction, LLC, a Delaware limited liability
company

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


Bluegreen Communities of Houston - I, LLC, a Delaware
limited liability company

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431


BXG Acquisition Corp., a Delaware corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431

(Individually and/or collectively, jointly
and severally the “Borrower”)


This Sixth Amended and Restated
Loan Agreement (“Agreement”) is entered into as of August 8, 2007.


Borrower requested and First
Union National Bank (“First Union”) made that certain $5,000,000.00 line of
credit available to Borrower (the “Loan”) as evidenced by that certain
Promissory Note dated as of September 23, 1998 and certain other documents
including that certain Loan Agreement dated as of September 23, 1998. The Loan
has been previously amended, increased and extended pursuant to the terms and
conditions of certain documents including, without limitation, that certain
$10,000,000.00 Renewal Promissory Note dated as of December 31, 2000, that
certain Modification Number One to the Loan Agreement dated as of August 1,
1999, that certain Modification Number Two to Loan Agreement dated as of
November 3, 1999, that certain Modification Number Three to Loan Agreement
dated as of December 31, 2000, and certain other documents. 


Borrower subsequently requested
and First Union agreed to amend, increase and extend the Loan as evidenced by
(i) that certain Amended and Restated Promissory Note executed by Borrower,
jointly and severally, dated as of December 31, 2001, and made payable to First
Union in the original principal amount of $12,500,000.00; (ii) that certain
Amended and Restated Loan Agreement dated as of December 31, 2001; and (iii)
certain other loan documents dated as of December 31, 2001.


Borrower subsequently requested
and Bank (successor by merger to First Union) agreed to amend and extend the
Loan as evidenced by (i) that certain Second Amended and Restated Promissory
Note executed by Borrower, jointly and severally, dated as of December 31,
2002, and made payable to Bank


Page 4







in the original principal amount
of $12,500,000.00; (ii) that certain Second Amended and Restated Loan Agreement
dated as of December 31, 2002; and (iii) certain other loan documents dated as
of December 31, 2002.


Borrower subsequently requested
and Bank agreed to further amend, increase and extend the Loan pursuant to the
terms of (i) that certain Third Amended and Restated Promissory Note executed
by Borrower, jointly and severally, dated as of December 30, 2003, and made
payable to Bank in the original principal amount of $15,000,000.00, and (ii)
that certain Third Amended and Restated Loan Agreement dated as of December 30,
2003. 


Borrower subsequently requested,
and Bank agreed to further amend the Loan, as evidenced by that certain First
Amendment and Ratification of Loan Agreement dated as of March 31, 2004, and as
evidenced by that certain Second Amendment and Ratification of Loan Agreement
dated as of August 9, 2004.


Borrower subsequently requested
and Bank agreed to further modify and extend the Loan pursuant to the terms of
(i) that certain Fourth Amended and Restated Promissory Note executed by
Borrower, jointly and severally, dated as of December 31, 2004, and made
payable to the Bank in the original principal amount of $15,000,000.00, and
(ii) that certain Fourth Amended and Restated Loan Agreement dated as of
December 31, 2004. 


Borrower subsequently requested
and Bank agreed to further modify and extend the Loan pursuant to the terms of
(i) that certain Fifth Amended and Restated Promissory Note executed by
Borrower, jointly and severally, dated as of July 26, 2006, and made payable to
the Bank in the original principal amount of $15,000,000.00 (the “Note”), and
(ii) that certain Fifth Amended and Restated Loan Agreement dated as of July
26, 2006. 


Borrower has now requested and
Bank has agreed to further modify, increase and extend the Loan pursuant to the
terms of (i) that certain Sixth Amended and Restated Promissory Note executed
by Borrower, jointly and severally, dated of even date herewith, and made
payable to the Bank in the original principal amount of $20,000,000.00 (the
“Note”), and (ii) this Agreement. The Note, and this Agreement and all other
documents executed in connection with the Loan are hereinafter collectively
referred to as the “Loan Documents”. All capitalized terms used herein and not
otherwise defined shall have those meanings ascribed to them in the Loan
Documents.


LINE OF
CREDIT. Borrower may borrow, repay,
and reborrow, from time to time, so long as the total principal indebtedness
outstanding under the Loan plus the amount of all unreimbursed drawings under
all letters of credit issued by Bank for account of Borrower does not exceed
the face amount of the Note. All payments made by Bank under any letters
of credit issued for the account of Borrower and all fees, commissions, discounts
and other amounts owed or to be owed to Bank in connection therewith, shall be
deemed to be Advances under the Note and shall be repaid as provided herein and
in the Note. The Loan proceeds are to be
used by Borrower solely for working capital and to issue letters of credit from
time to time. The Borrower shall pay down the outstanding balance under the
Loan (excluding letters of credit issued under the Note) to a maximum of
$1,000.00 for forty-five (45) consecutive days annually. The total amount of
letters of credit to be issued under the Note shall not exceed $10,000,000.00
in the aggregate at any time nor have maturities greater than the maturity date
of the Loan. The maturity date of the Loan shall be June 30, 2009. 


Letter of Credit Fees. Borrower shall pay
to Bank, at such times as Bank shall require, Bank’s standard fees in
connection with Letters of Credit, as in effect from time to time, and with
respect to standby Letters of Credit, an additional fee equal to 1.50% per
annum on the face amount of each standby Letter of Credit, payable annually, in
advance, for so long as such Letter of Credit is outstanding.


Representations. Except as otherwise provided herein, 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


Page 5







Borrower’s financial condition will accurately reflect
Borrower’s financial condition as of the date(s) thereof, (including all
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 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 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 a default under any agreement, judgment, injunction, order, decree
or other instrument binding upon or affecting Borrower, (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 assets, or (iii) give cause for the
acceleration of any obligations of Borrower or any guarantor to any other
creditor. Asset
Ownership. As of the date of this Agreement, Borrower has good and
marketable title to all of the properties and assets reflected on the balance
sheets and financial statements supplied Bank by Borrower, 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 in such financial statements
(“Permitted Liens”). 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 which
may become a lien on any of its property or assets to the extent required to be
paid as of this date, 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 generally accepted accounting
principles. 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(32). Compliance
with Laws. Borrower is 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. Organization and Authority. Each 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 Borrower 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 pending suits,
claims or demands or any threatened suits, claims or demands (which threatened
suits, claims or demands have a reasonable likelihood of becoming a suit, claim
or demand), against Borrower or any guarantor, and which could reasonably be
expected to have a material adverse effect on Borrower’s or guarantor’s
business, that have not been disclosed in Borrower’s periodic filings with the
Securities and Exchange Commission (“SEC”), or otherwise disclosed to Bank 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 1954, as amended. No
“Prohibited Transaction” or “Reportable Event” (as both terms are defined by
ERISA) has occurred with respect to any such plan.


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: Business Continuity. Conduct its business
in substantially the same manner as such business is now and has previously
been conducted. Maintain Properties. Maintain, preserve and keep its property
in good repair, working order and condition, making all needed replacements,
additions and improvements thereto, to the extent allowed by this Agreement. 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


Page 6







documents of Borrower as Bank
shall reasonably require, and allow Bank to make copies thereof at Bank’s
expense. Insurance.
Maintain adequate insurance coverage with respect to its properties 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. 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 Borrower’s periodic filings with the SEC
shall constitute prompt 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 affecting Borrower in a
claimed amount in excess of $1,500,000.00 (Bank acknowledges that disclosure of
all such matters in Borrower’s periodic filings with the SEC shall constitute
prompt 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 material change
in Borrower’s structure. 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 the 11
U.S.C. § 101. Payment of Debts. Pay and
discharge when due, and before subject to penalty or further charge, and
otherwise satisfy before maturity or delinquency, all obligations, debts,
taxes, and liabilities of whatever nature or amount, except those which
Borrower in good faith disputes. Reports and Proxies. Deliver to Bank,
promptly, a copy of all financial statements, reports, notices, and proxy
statements, sent by Borrower to stockholders, and all regular or periodic
reports required to be filed by Borrower with any governmental agency or
authority, excluding federal, state and local tax returns, business license and
registration reports and SEC filings on Form 8-K, unless reasonably requested
in writing by Bank. Bank acknowledges that Borrower’s timely filings with the
SEC using the EDGAR System will constitute prompt delivery to the Bank of such
items. Other
Financial Information. Deliver promptly such other information
regarding the operation, business affairs, and financial condition of Borrower
which Bank may reasonably request. Non-Default Certificate From Borrower. Deliver
to Bank, with the Financial Statements required herein, a certificate signed by
Borrower, if Borrower is an individual, or by a principal financial officer of
Borrower warranting that no “Default as specified in the Loan Documents nor any
event which, upon the giving of notice or lapse of time or both, would
constitute such a Default, has occurred. Estoppel Certificate. Furnish, within 15
days after request by Bank, a written statement duly acknowledged of the amount
due under the Loan and whether offsets or defenses exist against the
Obligations. 


Negative Covenants. Borrower agrees that from the date of this
Agreement 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 an amount in excess of
$2,500,000.00, which default is not cured within any cure period applicable
thereto. Judgment
Entered. Permit the entry of any monetary judgment or the assessment
against, the filing of any tax lien against, or the issuance of any writ of
garnishment or attachment against any property of or debts due Borrower not
dismissed or bonded within 30 days. Government Intervention. Permit the
assertion or making of any seizure, vesting or intervention by or under
authority of any government by which the management of Borrower or any
guarantor is displaced of its authority in the conduct of its respective
business or its such business is curtailed or materially impaired. Prepayment
of Other Debt. Retire any long-term debt entered into prior to the
date of this Agreement in advance of its legal obligation to do so other than
in connection with refinancing; provided, however, so long as no principal or
interest is then outstanding under the Loan and no Default exists, Borrower may
retire any long-term debt entered into prior to the date of this Agreement in
advance of its legal obligation to do so. Retire or Repurchase


Page 7







Capital Stock. Retire or otherwise acquire any of its capital
stock, except as permitted by waiver letter from Bank to Borrower dated as of
May 13, 1999 authorizing the repurchase of up to two million shares of capital
stock under Borrower’s existing share repurchase program.


Financial Covenants. Borrower, on a consolidated basis, agrees to the
following provisions from the date hereof until final payment in full of the
Obligations, unless Bank shall otherwise consent in writing: Adjusted Total Liabilities to Adjusted Tangible
Net Worth Ratio. Borrower shall, at all times, on a consolidated
basis, maintain a ratio of Adjusted Total Liabilities to Adjusted Tangible Net
Worth of not more than 2.25 to 1.00. For the purposes of this computation, (i)
“Adjusted Total Liabilities” shall mean the sum of all liabilities of the
Borrower, on a consolidated basis, including capitalized leases and all
reserves for deferred taxes and other deferred sums appearing on the
liabilities side of a balance sheet, and excluding deferred income, any
non-recourse obligations backed by vacation ownership receivables, and debt
fully subordinated to Bank on terms and conditions acceptable to Bank in its
sole and absolute discretion, in accordance with generally accepted accounting
principles applied on a consistent basis; and (ii) “Adjusted Tangible Net
Worth” shall mean total assets minus Total Liabilities. For purposes of this
computation, the aggregate amount of any intangible assets of Borrower
including, without limitation, goodwill, franchises, licenses, patents,
trademarks, trade names, copyrights, service marks, and brand names, shall be
subtracted from total assets. “Total Liabilities” shall mean all liabilities of
Borrower, including capitalized leases and all reserves for deferred taxes, and
other deferred sums appearing on the liabilities side of a balance sheet and
all obligations as lessee under off-balance sheet synthetic leases of Borrower,
excluding debt fully subordinated to Bank on terms and conditions acceptable to
Bank, all in accordance with generally accepted accounting principles applied
on a consistent basis. Liquidity Requirement. Borrower shall, at
all times, maintain unrestricted cash and unencumbered timeshare receivables of
not less than $50,000,000.00 in the aggregate. Deposit Relationship.
Bluegreen Corporation shall maintain its primary depository account with Bank. Compliance
Certificate. Borrower shall furnish Bank with a quarterly covenant
compliance certificate demonstrating Borrower’s compliance with the above
Financial Covenants.


Annual Financial Statements. Bluegreen Corporation shall deliver to Bank,
within 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 and in reasonable
detail, prepared in conformity with generally accepted accounting principles,
applied on a basis consistent with that of the preceding year. All such
statements shall be compiled 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 Bluegreen Corporation. 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 Borrower’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 limitation, is material in nature
including, without limitation, calling into question the effectiveness of the
Borrower’s internal control under such Section 404.


Periodic Financial Statements. Bluegreen Corporation shall deliver to Bank
unaudited management-prepared quarterly financial statements including, without
limitation, a balance sheet, profit and loss statement and statement of cash
flows, with supporting schedules, as soon as available and in any event within
60 days after the close of each such period; all in reasonable detail and
prepared in conformity with generally accepted accounting principles, applied
on a basis consistent with that of the preceding year. Such statements shall be
certified as to their correctness by a principal financial officer of Bluegreen
Corporation.


Attorneys’ Fees. Borrower shall pay all of Bank’s reasonable
expenses incurred to enforce or collect any of the Advances, including, without
limitation, reasonable arbitration, attorneys’ and experts’ fees and expenses,
whether incurred without the commencement of a suit, in any trial, arbitration,
or administrative proceeding, or in any appellate or bankruptcy proceeding.


Page 8







Waivers. Except as otherwise permitted in the Note or
other Loan Documents, Borrower hereby waives presentment, protest, notice of
dishonor, demand for payment, notice of intention to accelerate maturity,
notice of acceleration of maturity, notice of sale and all other notices of any
kind whatsoever. Any failure by Bank to exercise any right hereunder shall not
be construed as a waiver of the right to exercise the same or any other right
at any time.


Amendment and Severability. No amendment to or modification of this
Agreement shall be binding upon Bank unless in writing and signed by it. If any
provision of this Agreement shall be prohibited or invalid under applicable
law, such provision shall be ineffective but only to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Agreement.


Miscellaneous. This Agreement is fully assignable by Bank and
all rights of Bank thereunder shall inure to the benefit of its successors and assigns.
This Agreement shall be binding upon Borrower and its successors and assigns.
The captions contained in this Agreement are inserted for convenience only and
shall not affect the meaning or interpretation of the Agreement. This Agreement
shall be governed by and interpreted in accordance with the laws of the state
where Bank’s office as shown herein is located, without regard to that state’s
conflict of laws principles.


Notices. Any notices to Borrower shall be sufficiently
given, if in writing and mailed or delivered to the Borrower’s address shown
above (attention Borrower’s Corporate General Counsel) or such other address as
provided hereunder, and to Bank, if in writing and mailed or delivered to
Bank’s office address shown above or such other address as Bank may specify in
writing from time to time. In the event that Borrower changes Borrower’s
address at any time prior to the date the Obligations are paid in full,
Borrower agrees to promptly give written notice of said change of address by
registered or certified mail, return receipt requested, all charges prepaid.


Conditions Precedent. All advances under the Note are subject to the
following conditions precedent: (a) Non-Default. Borrower shall be in
compliance with all of the terms and conditions set forth herein and an Event
of Default as specified herein, or an event which upon notice or lapse of time
or both would constitute such an Event of Default, shall not have occurred or
be continuing at the time of such Advance. (b) Borrowing Resolution. Bank
shall have received all certified resolutions authorizing borrowings by
Borrower under this Agreement. (c) Financial Information and Documents.
Borrower shall deliver to Bank such information and documents as Bank may
request from time to time, including without limitation, financial statements,
information pertaining to Borrower’s financial condition and additional
supporting documents. (d) Purchase/Warehousing Facility. Borrower
shall provide evidence to Bank regarding availability under its then existing
purchase/warehousing facility in an amount not less than that requested advance
plus the then outstanding balance of the Loan. (e) Certificates of Good Standing.
Borrower shall have delivered a Certificate of Good Standing for each Borrower
(all dated within thirty days of the date of this Agreement) issued by the
respective Secretary of State. 


Sixth Amended and Restated Loan
Agreement. This Sixth
Amended and Restated Loan Agreement, amends, replaces and supersedes in its
entirety that certain Fifth Amended and Restated Loan Agreement dated as of
July 26, 2006, executed by Borrower in favor of Bank (the “Original Loan
Agreement”). Should there be any conflict between any of the terms of the
Original Loan Agreement, and the terms of this Agreement, the terms of this
Agreement shall control. 


FEE. Borrower shall pay Bank a fee in the amount of
$12,500.00 upon the closing of the Loan.


WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH
OF BORROWER BY EXECUTION HEREOF AND BANK BY ACCEPTANCE HEREOF, KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ANY RIGHT EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT, THE LOAN DOCUMENTS OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN
CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY


Page 9







WITH RESPECT HERETO. THIS
PROVISION IS A MATERIAL INDUCEMENT TO BANK TO ENTER INTO THIS AGREEMENT.EACH OF THE PARTIES AGREES THAT THE TERMS HEREOF SHALL
SUPERSEDE AND
REPLACE ANY PRIOR AGREEMENT RELATED TO ARBITRATION OF DISPUTES BETWEEN THE
PARTIES CONTAINED IN ANY LOAN DOCUMENT OR ANY OTHER DOCUMENT OR AGREEMENT
HERETOFORE EXECUTED IN CONNECTION WITH, RELATED TO OR BEING REPLACED,
SUPPLEMENTED, EXTENDED OR MODIFIED BY, THIS AGREEMENT.


[EXECUTIONS COMMENCE ON FOLLOWING PAGE]


Page 10







The
parties hereto have duly executed this instrument as of the date stated above.


	
 

	
 

	
 


	
 

	
Wachovia Bank, National Association, successor in
 interest to First Union National Bank


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
 

	
Karen J. Leikert, Senior Vice President


	
 

	
 

	
 


	
 

	
Bluegreen Corporation, a Massachusetts corporation


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Senior Vice President, 


	
 

	
 

	
Chief Financial Officer and Treasurer 


	
 

	
 

	
Taxpayer Identification Number: 03-0300793


	
 

	
 

	
 


	
 

	
Bluegreen Resorts Management, Inc., a Delaware
 corporation


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer


	
 

	
 

	
Taxpayer Identification Number: 65-0520217


	
 

	
 

	
 


	
 

	
Bluegreen Vacations Unlimited, Inc., a Florida
 corporation 


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer


	
 

	
 

	
Taxpayer Identification Number: 65-0433722


	
 

	
 

	
 


	
 

	
Bluegreen Holding Corporation (Texas), a Delaware
 corporation


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer


	
 

	
 

	
Taxpayer Identification Number: 65-0796382





[CONTINUES ON FOLLOWING PAGE]


Page 11







	
 

	
 

	
 

	
 


	
 

	
Bluegreen Southwest One, L.P., a Delaware limited
 partnership


	
 

	
 

	
 

	
 


	
 

	
By: 

	
Bluegreen Southwest Land, Inc., a Delaware
 corporation, Its General Partner 


	
 

	
 

	
 

	
 


	
 

	
 

	
By: 

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer


	
 

	
 

	
 

	
Taxpayer Identification Number: 65-0914561


	
 

	
 

	
 

	
 


	
 

	
Bluegreen Asset Management Corporation, a Delaware
 corporation








	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer


	
 

	
 

	
Taxpayer Identification Number: 03-0325365


	
 

	
 

	
 


	
 

	
Bluegreen Carolina Lands, LLC, a Delaware limited
 liability company


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer


	
 

	
 

	
Taxpayer Identification Number: 65-0941345


	
 

	
 

	
 


	
 

	
Bluegreen Corporation of Tennessee, a Delaware
 corporation


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer


	
 

	
 

	
Taxpayer Identification Number: 03-0316460


	
 

	
 

	
 


	
 

	
Bluegreen Corporation of the Rockies, a Delaware
 corporation


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer


	
 

	
 

	
Taxpayer Identification Number: 65-0349373


	
 

	
 

	
 


	
 

	
Bluegreen Properties of Virginia, Inc., a Delaware
 corporation


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer


	
 

	
 

	
Taxpayer Identification Number: 52-1752664





[CONTINUES ON FOLLOWING PAGE]

Page 12







	
 

	
 

	
 


	
 

	
Bluegreen Resorts International, Inc., a Delaware
 corporation


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer


	
 

	
 

	
Taxpayer Identification Number: 65-0803615


	
 

	
 

	
 


	
 

	
Carolina National Golf Club, Inc., a North Carolina
 corporation


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer 


	
 

	
 

	
Taxpayer Identification Number: 62-1667685


	
 

	
 

	
 


	
 

	
Leisure Capital Corporation, a Vermont corporation


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer


	
 

	
 

	
Taxpayer Identification Number: 03-0327285


	
 

	
 

	
 


	
 

	
Bluegreen West Corporation, a Delaware corporation


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer


	
 

	
 

	
Taxpayer Identification Number: 59-3300205


	
 

	
 

	
 


	
 

	
Bluegreen Golf Clubs, Inc., a Delaware corporation


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer


	
 

	
 

	
Taxpayer Identification Number: 65-0912659


	
 

	
 

	
 


	
 

	
Bluegreen Interiors, LLC, a Delaware limited
 liability company


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer 


	
 

	
 

	
Taxpayer Identification Number: 65-0929952





[CONTINUES ON FOLLOWING PAGE]


Page 13







	
 

	
 

	
 


	
 

	
Bluegreen Southwest Land, Inc., a Delaware
 corporation


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer


	
 

	
 

	
Taxpayer Identification Number: 65-0910609


	
 

	
 

	
 


	
 

	
New England Advertising Corporation, a Vermont
 corporation


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer 


	
 

	
 

	
Taxpayer Identification Number: 03-0295158


	
 

	
 

	
 


	
 

	
Bluegreen Guaranty Corporation, a Florida
 corporation


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer 


	
 

	
 

	
Taxpayer Identification Number: 65-0341038


	
 

	
 

	
 


	
 

	
Jordan Lake Preserve Corporation, a North Carolina
 corporation


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer


	
 

	
 

	
Taxpayer Identification Number: 65-1038536


	
 

	
 

	
 


	
 

	
Leisure Communication Network, Inc., a Delaware
 corporation


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer


	
 

	
 

	
Taxpayer Identification Number: 65-1049209


	
 

	
 

	
 


	
 

	
Managed Assets Corporation, a Delaware corporation


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer


	
 

	
 

	
Taxpayer Identification Number: 65-1079961


	
 

	
 

	
 


	
 

	
travelheads, inc., a Florida corporation


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer


	
 

	
 

	
Taxpayer Identification Number: 65-1129982





[CONTINUES ON FOLLOWING PAGE]


Page 14







	
 

	
 

	
 


	
 

	
Encore Rewards, Inc., a
 Delaware corporation


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice
 President and Treasurer


	
 

	
 

	
Taxpayer Identification
 Number: 65-1138973


	
 

	
 

	
 


	
 

	
Leisurepath, Inc., a
 Florida corporation


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice
 President and Treasurer


	
 

	
 

	
Taxpayer Identification
 Number: 03-0407452


	
 

	
 

	
 


	
 

	
BXG Realty, Inc., a
 Delaware corporation


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice
 President and Treasurer


	
 

	
 

	
Taxpayer Identification
 Number: 04-3693479


	
 

	
 

	
 


	
 

	
Texas Homesite Realty,
 Inc., a Texas corporation 


	
 

	
f/k/a Mystic Shores
 Realty, Inc.


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice
 President and Treasurer


	
 

	
 

	
Taxpayer Identification
 Number: 04-3678944


	
 

	
 

	
 


	
 

	
Brickshire Realty, Inc.,
 a Virginia corporation


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice
 President and Treasurer


	
 

	
 

	
Taxpayer Identification
 Number: 01-0706966


	
 

	
 

	
 


	
 

	
Catawba Falls, LLC, a
 North Carolina limited liability company


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Manager


	
 

	
 

	
Taxpayer Identification
 Number: 03-0466014





[CONTINUES ON FOLLOWING PAGE]

Page 15






	
 

	
 

	
 


	
 

	
Preserve at Jordan Lake Realty, Inc., a North
 Carolina corporation


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer


	
 

	
 

	
Taxpayer Identification Number: 06-1638828


	
 

	
 

	
 


	
 

	
Bluegreen Purchasing & Design, Inc., a Florida
 corporation


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer


	
 

	
 

	
Taxpayer Identification Number: 54-2064090


	
 

	
 

	
 


	
 

	
Great Vacation Destinations, Inc., a Florida
 corporation


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer


	
 

	
 

	
Taxpayer Identification Number: 51-0420655


	
 

	
 

	
 


	
 

	
Lake Ridge Realty, Inc., a Texas corporation


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer


	
 

	
 

	
Taxpayer Identification Number: 55-0794661


	
 

	
 

	
 


	
 

	
Bluegreen Communities of Texas, L.P., a Delaware
 limited partnership


	
 

	
 

	
 


	
 

	
By: Bluegreen Southwest Land, Inc., a Delaware
 corporation, its General Partner








	
 

	
 

	
 

	
 


	
 

	
 

	
By: 

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer


	
 

	
 

	
 

	
Taxpayer Identification Number: 20-3600096








	
 

	
 

	
 


	
 

	
Pinnacle Vacations, Inc., a Delaware corporation


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer


	
 

	
 

	
Taxpayer Identification Number: 20-3704976





[CONTINUES ON FOLLOWING PAGE]


Page 16







	
 

	
 

	
 


	
 

	
Bluegreen Communities of Georgia, LLC, a Georgia
 limited liability company


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Manager


	
 

	
 

	
Taxpayer Identification Number: 51-0446159


	
 

	
 

	
 


	
 

	
Bluegreen Communities of Georgia Realty, Inc., a
 Georgia corporation


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer


	
 

	
 

	
Taxpayer Identification Number: 51-0446176


	
 

	
 

	
 


	
 

	
BXG Realty Tenn, Inc., a Tennessee corporation


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer


	
 

	
 

	
Taxpayer Identification Number: 62-1697300


	
 

	
 

	
 


	
 

	
Bentwater Realty, Inc., a Texas corporation f/k/a 


	
 

	
Mountain Lakes Realty, Inc.


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer


	
 

	
 

	
Taxpayer Identification Number: 55-0794661


	
 

	
 

	
 


	
 

	
Bluegreen Nevada, LLC, a Delaware limited liability
 company


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer


	
 

	
 

	
Taxpayer Identification Number: 20-8208202


	
 

	
 

	
 


	
 

	
Family Fun Company, LLC, a Delaware limited
 liability company


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer


	
 

	
 

	
Taxpayer Identification Number: 20-3326331





[CONTINUES ON FOLLOWING PAGE]


Page 17







	
 

	
 

	
 


	
 

	
BXG Mineral Holdings, LLC, a Delaware limited
 liability company


	
 

	
 

	
 


	
 

	
By: 

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer


	
 

	
 

	
Taxpayer Identification Number: 20-5935329


	
 

	
 

	
 


	
 

	
Texas Hill Country Realty, Inc., a Texas corporation


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer


	
 

	
 

	
Taxpayer Identification Number: 20-8879252


	
 

	
 

	
 


	
 

	
BXG Construction, LLC, a Delaware limited liability
 company


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer


	
 

	
 

	
Taxpayer Identification Number: 26-0316058


	
 

	
 

	
 


	
 

	
Bluegreen Communities of Houston - I, LLC, a
 Delaware limited liability company


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer


	
 

	
 

	
Taxpayer Identification Number: 26-0589691


	
 

	
 

	
 


	
 

	
BXG Acquisition Corp., a Delaware corporation


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Anthony M. Puleo, Vice President and Treasurer


	
 

	
 

	
Taxpayer Identification Number:____________





[ACKNOWLEDGMENTS APPEAR ON FOLLOWING PAGE]


Page 18







	
 

	
 


	
State of Florida

	
)


	
 

	
) SS:


	
County of Broward

	
)





The foregoing instrument was acknowledged before me
this _____ day of August, 2007, by Karen J.
Leikert, as Senior Vice President, of Wachovia Bank, National Association, on
behalf of the company. She is personally known to me or has produced a driver’s
license, passport or military identification, or other form of identification
and did not take an oath. 


	
 

	
 


	
 

	



	
 

	
Print or Stamp Name: __________________________


	
 

	
Notary Public, State of Florida at Large


	
 

	
Commission No.: ______________________________








	
 

	
 


	
State of Florida

	
)


	
 

	
) SS:


	
County of Plam Beach

	
)





The foregoing instrument was acknowledged before me
this _____ day of August, 2007, by Anthony M.
Puleo, as Senior Vice President, Chief Financial Officer and Treasurer of
Bluegreen Corporation, a Massachusetts corporation, on behalf of the
corporation. He is personally known to me or has produced a driver’s license,
passport or military identification, or other form of identification and did not
take an oath. 


	
 

	
 


	
 

	



	
 

	
Print or Stamp Name: ___________________________


	
 

	
Notary Public, State of Florida at Large


	
 

	
Commission No.: ______________________________








	
 

	
 


	
State of Florida

	
)


	
 

	
) SS:


	
County of Palm Beach

	
)





The foregoing instrument was
acknowledged before me this _____ day of August, 2007, by Anthony M. Puleo, as
Vice President and Treasurer of Bluegreen Southwest Land, Inc., a Delaware
corporation, the sole general partner of Bluegreen Communities of Texas, L.P.,
a Delaware limited partnership, on behalf of the corporation and as an act of
the partnership. He is personally known to me or has produced a driver’s
license, passport or military identification, or other form of identification
and did not take an oath. 


	
 

	
 


	
 

	
Print or Stamp Name: ___________________________


	
 

	
Notary Public, State of Florida at Large


	
 

	
Commission No.: ______________________________





[CONTINUES ON FOLLOWING PAGE]


Page 19







	
 

	
 


	
State of Florida

	
)


	
 

	
) SS:


	
County of Palm Beach

	
)





The foregoing instrument was acknowledged before me
this _____ day of August, 2007, by Anthony M.
Puleo, as Vice President and Treasurer of Bluegreen Southwest Land, Inc., a
Delaware corporation, the sole general partner of Bluegreen Southwest One,
L.P., a Delaware limited partnership, on behalf of the corporation and as an
act of the partnership. He is personally known to me or has produced a driver’s
license, passport or military identification, or other form of identification
and did not take an oath. 


	
 

	
 


	
 

	
Print or Stamp Name: ___________________________


	
 

	
Notary Public, State of Florida at Large


	
 

	
Commission No.: ______________________________








	
 

	
 


	
State of Florida

	
)


	
 

	
) SS:


	
County of Palm Beach

	
)





The foregoing instrument was acknowledged before me
this _____ day of August, 2007, by Anthony M.
Puleo, as Vice President and Treasurer of the following entities: Bluegreen
Resorts Management, Inc., a Delaware corporation; Bluegreen Vacations
Unlimited, Inc., a Florida corporation; Bluegreen Holding Corporation (Texas),
a Delaware corporation; Bluegreen Asset Management Corporation, a Delaware
corporation; Bluegreen Carolina Lands, LLC, a Delaware limited liability
company; Bluegreen Corporation of Tennessee, a Delaware corporation; Bluegreen
Corporation of the Rockies, a Delaware corporation; Bluegreen Properties of
Virginia, Inc., a Delaware corporation; Bluegreen Resorts International, Inc.,
a Delaware corporation; Carolina National Golf Club, Inc., a North Carolina
corporation; Leisure Capital Corporation, a Vermont corporation; Bluegreen West
Corporation, a Delaware corporation; Bluegreen Golf Clubs, Inc., a Delaware
corporation; Bluegreen Interiors, LLC, a Delaware limited liability company;
Bluegreen Southwest Land, Inc., a Delaware corporation; New England Advertising
Corporation, a Vermont corporation; Bluegreen Guaranty Corporation, a Florida
corporation; Jordan Lake Preserve Corporation, a North Carolina corporation;
Leisure Communication Network, Inc., a Delaware corporation; Managed Assets
Corporation, a Delaware corporation; travelheads, inc., a Florida corporation;
Encore Rewards, Inc., a Delaware corporation; Leisurepath, Inc., a Florida
corporation; BXG Realty, Inc., a Delaware corporation; Texas Homesite Realty,
Inc., a Texas corporation f/k/a Mystic Shores Realty, Inc.; Brickshire Realty,
Inc., a Virginia corporation; Catawba Falls, LLC, a North Carolina limited
liability company; Preserve at Jordan Lake Realty, Inc., a North Carolina
corporation; Bluegreen Purchasing & Design, Inc., a Florida corporation;
Great Vacation Destinations, Inc., a Florida corporation; Lake Ridge Realty,
Inc., a Texas corporation; Pinnacle Vacations, Inc., a Delaware corporation;
Bluegreen Communities of Georgia, LLC, a Georgia limited liability company;
Bluegreen Communities of Georgia Realty, Inc., a Georgia corporation; BXG
Realty Tenn, Inc., a Tennessee corporation; Bentwater Realty, Inc., a Texas
corporation; Bluegreen Nevada, LLC, a Delaware limited liability company,
Family Fun Company, LLC, a Delaware limited liability company; BXG Mineral
Holdings, LLC, a Delaware limited liability company, Texas Hill Country Realty,
Inc., a Texas Corporation; BXG Construction, LLC, a Delaware limited liability
company; Bluegreen Communities of Houston – I, LLC, a Delaware limited
liability company; BXG Acquisition Corp., a Delaware corporation, on behalf of
each such entity. He is personally known to me or has produced a driver’s
license, passport or military identification, or other form of identification
and did not take an oath.


	
 

	
 


	
 

	



	
 

	
Print or Stamp Name: ___________________________


	
 

	
Notary Public, State of Florida at Large


	
 

	
Commission No.: ______________________________





Page 20