FOURTH AMENDMENT TO LOAN AGREEMENT AND OTHER
LOAN DOCUMENTS


          This Fourth
Amendment to Loan Agreement and Other Loan Documents (this “Amendment”), dated
as of July 1, 2009 (subject to the effectiveness hereof as provided in Paragraph
12 below, the “Effective Date”), is entered into by and among (i) BLUEGREEN CORPORATION OF T  HE  ROCKIES, a Delaware corporation (“Bluegreen
of the Rockies”), (ii) BLUEGREEN GOLF CLUBS,
INC.,
a Delaware corporation (“Bluegreen Golf”), (iii) BLUEGREEN PROPERTIES OF V  IRGINIA  , INC.,
a Delaware corporation (“Bluegreen Virginia”), (iv) BLUEGREEN SOUTHWEST ONE,
L.P., a Delaware limited partnership (“Bluegreen Southwest”),
(v) CATAWBA FALLS, LLC,
a North Carolina limited liability company (“Catawba Falls”), (vi) BLUEGREEN COMMUNITIES OF TEXAS, L.P., a Delaware limited
partnership (“Bluegreen Texas”), (vii) BLUEGREEN
COMMUNITIES OF
GEORGIA, LLC, a Georgia limited
liability company (“Bluegreen Georgia”)
(collectively, “Borrower”), (viii) BLUEGREEN
CORPORATION,
a Massachusetts corporation (“Bluegreen”, and collectively with
Borrower, the “Borrower Parties”), and (ix) RFC CONSTRUCTION FUNDING, LLC, a Delaware
limited liability company, formerly known as RFC Construction Funding Corp., a Delaware
corporation (“RFC”).  


R E C I
T A L S:



          A.       Residential
Funding Company, LLC, a Delaware limited liability company, formerly known as
Residential Funding Corporation, a Delaware corporation (“Original Lender”)
made a loan (the “Loan”) to Borrower in the amount of up to SEVENTY-FIVE MILLION
AND NO/100 DOLLARS ($75,000,000.00), governed by that certain Loan Agreement,
dated as of September 25, 2002, entered into by and between Borrower and
Original Lender, as amended by (i) that certain First Amendment to Loan
Agreement, dated as of February 18, 2003; (ii) that certain Second Amendment to
Loan Agreement and Other Loan Documents, dated as of May 10, 2005; and (iii)
that certain Third Amendment to Loan Agreement and Other Loan Documents, dated
as of October 21, 2005 (as the same may have been amended, restated, or
modified from time to time, the “Loan Agreement”), and evidenced by
that certain Revolving Promissory Note, dated as of
September 25, 2002, executed by Borrower, as maker, payable to
Original Lender in the stated principal amount of $50,000,000.00, and by that
certain Revolving Promissory Note, dated as of May 10, 2005, executed by
Borrower, as maker, payable to Original Lender in the stated principal amount
of $25,000,000.00 (as the same may be amended, restated, or modified from time
to time, collectively, the “Notes”) (all such indebtedness being
hereinafter referred to as the “Indebtedness”).  


          B.       Original
Lender previously assigned all right, title and interest in and to the Loan
Agreement and all Loan Documents (as defined in the Loan Agreement, hereinafter
collectively, the “Loan Documents”), but not the funding obligations as
lender thereunder (which obligations were specifically reserved by Original
Lender), to RFC. RFC is the owner of all right, title and interest in and to
the Loan Documents, and Original Lender is obligated under the Loan Documents
for such funding or loan obligations thereunder, as may be applicable. Unless
otherwise indicated, all capitalized terms used but not defined herein shall
have the meanings assigned to such terms in the Loan Agreement, as applicable.


          C.       Borrower’s
obligations to RFC under the Notes and the Loan Documents are secured by, among
other things: 


	
 

	
 

	
 


	
 

	
          (i) the
following documents with respect to that certain RC Martin Marietta
(Havenwood) Project located in Comal County, Texas (the “Havenwood Project”): 


	
 

	
 

	
 


	
 

	
 

	
          (1) that
 certain Construction Deed of Trust with Security Agreement and Fixture Filing
 with Assignment of Rents, Proceeds and Agreements, dated as of July 20, 2005
 (the “Havenwood
 Deed of Trust”), filed for record on July 21, 2005, under
 Clerk’s File No. 200506026535 in the Official Public Records of Comal
 County, Texas, executed by Bluegreen Southwest in favor of Robert W. Bramlette,
 as trustee, for the benefit of RFC, granting to RFC a first-priority lien on
 the Havenwood Project, together with all improvements existing or to be
 placed on said land, and all fixtures, equipment and personal property
 located 








	
 

	
 


	
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on it and various rights in connection with it, together with all
 hereditaments and appurtenances pertaining to said land; and


	
 

	
 

	
 


	
 

	
 

	
          (2) that
 certain Assignment of Construction Items, dated as of July 20, 2005, executed
 by Bluegreen Southwest in favor of RFC, granting to RFCa first-priority
 security interest in and lien on the personal property in connection with the
 Havenwood Project more particularly described therein;


	
 

	
 

	
 


	
 

	
          (ii) the
following documents with respect to that certain RC Altimore 953 (King Oaks)
Project located in Grimes County, Texas (the “King Oaks Project”): 


	
 

	
 

	
 


	
 

	
 

	
          (1) that
 certain Construction Deed of Trust with Security Agreement and Fixture Filing
 with Assignment of Rents, Proceeds and Agreements, dated as of June 27, 2006
 (the “King Oaks Deed of Trust”), filed for record on October 30, 2006, in
 Volume 1192, Page 567, in the Official Public Records of Grimes County,
 Texas, executed by Bluegreen Southwest in favor of Robert W. Bramlette, as
 trustee, for the benefit of RFC, granting to RFC a first-priority lien on the
 King Oaks Project, together with all improvements existing or to be placed on
 said land, and all fixtures, equipment and personal property located on it
 and various rights in connection with it, together with all hereditaments and
 appurtenances pertaining to said land; and


	
 

	
 

	
 


	
 

	
 

	
          (2) that
 certain Assignment of Construction Items, dated as of June 27, 2006, executed
 by Bluegreen Southwest in favor of RFC, granting to RFC a first-priority
 security interest in and lien on the personal property in connection with the
 King Oaks Project more particularly described therein;


	
 

	
 

	
 


	
 

	
          (iii) the
following documents with respect to that certain RC Martin Ranch (The
Bridges) Project located in Grayson County, Texas (the “Bridges Project”): 


	
 

	
 

	
 


	
 

	
 

	
          (1) that
 certain Construction Deed of Trust with Security Agreement and Fixture Filing
 with Assignment of Rents, Proceeds and Agreements, dated as of March 1, 2006
 (the “Bridges
 Deed of Trust”), filed for record on March 2, 2006, under
 Clerk’s File No. 200600005244 in the Official Public Records of Grayson
 County, Texas, executed by Bluegreen Texas in favor of Robert W. Bramlette,
 as trustee, for the benefit of RFC, granting to RFC a first-priority lien on
 the Bridges Project, together with all improvements existing or to be placed
 on said land, and all fixtures, equipment and personal property located on it
 and various rights in connection with it, together with all hereditaments and
 appurtenances pertaining to said land; and


	
 

	
 

	
 


	
 

	
 

	
          (2) that
 certain Assignment of Construction Items, dated as of March 1, 2006, executed
 by Bluegreen Texas in favor of RFC, granting to RFC a first-priority security
 interest in and lien on the personal property in connection with the Bridges
 Project more particularly described therein;


	
 

	
 

	
 


	
 

	
          (iv) the
following documents with respect to that certain Rompel 3316 (Vintage Oaks)
Project located in Comal County, Texas (the “Vintage Oaks Project”): 


	
 

	
 

	
 


	
 

	
 

	
          (1) that
 certain Construction Deed of Trust with Security Agreement and Fixture Filing
 with Assignment of Rents, Proceeds and Agreements, dated as of April 25, 2006
 (the “Vintage
 Oaks Deed of Trust”), filed for record on April 26, 2006,
 under Clerk’s File No. 200606016592 in the Official Public Records of Comal
 County, Texas, executed by Bluegreen Southwest in favor of Robert W.
 Bramlette, as trustee, for the benefit of RFC, granting to RFC a
 first-priority lien on the Vintage Oaks Project, together with all
 improvements existing or to be placed on said land, and all fixtures,
 equipment and personal property located on it and various rights in
 connection with it, together with all hereditaments and appurtenances
 pertaining to said land; and


	
 

	
 

	
 


	
 

	
 

	
          (2) that
 certain Assignment of Construction Items, dated as of April 25, 2006,
 executed by Bluegreen Southwest in favor of RFC, granting to RFC a
 first-priority security interest in and 








	
 

	
 


	
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lien on the personal property in connection with the Vintage Oaks
 Project more particularly described therein; and


	
 

	
 

	
 


	
 

	
          (v) the
following documents with respect to that certain Sanctuary Cove Project
located in Camden County, Georgia (the “Sanctuary Cove Project”): 


	
 

	
 

	
 


	
 

	
 

	
          (1) that
 certain Deed to Secure Debt and Security Agreement, dated as of
 February 16, 2007 (the “Sanctuary Cove Deed to Secure Debt”),
 filed for record on February 26, 2007, in Book 1223, Page 79 in the
 Office of the Georgia Clerk of Superior Court, Camden County, Georgia,
 executed by Bluegreen Georgia in favor of RFC, granting to RFC a first-priority
 lien on the Sanctuary Project, together with all improvements existing or to
 be placed on said land, and all fixtures, equipment and personal property
 located on it and various rights in connection with it, together with all
 hereditaments and appurtenances pertaining to said land; and


	
 

	
 

	
 


	
 

	
 

	
          (2) that
 certain Assignment of Construction Items, dated as of February 16, 2007,
 executed by Bluegreen Georgia in favor of RFC, granting to RFC a
 first-priority security interest in and lien on the personal property in
 connection with the Sanctuary Project more particularly described therein.


	
 

	
 

	
 


	
          D.       Borrower’s
 obligations to RFC under the Notes and the Loan Documents are also secured
 by, among other things:


	
 

	
 

	
 


	
 

	
 

	
          (1) with respect
 to that certain golf course project located in Brunswick County, North
 Carolina and commonly known as “Carolina National” (the “Carolina National Golf Course
 Collateral”), that certain Construction Deed of Trust with
 Security Agreement and Fixture Filing with Assignment of Rents, Proceeds and
 Agreements, dated as of September 25, 2002 (the “Carolina National Golf Course
 Deed of Trust”), filed for record on September 30, 2002, under
 Clerk’s File No. 129634, Book 1638, pg 403 in the Register of Deeds Office of
 Brunswick County, North Carolina, executed by Bluegreen Golf in favor of
 Thomas A. Macdonnel, Jr. and David H. Peterson, collectively as trustee, for
 the benefit of RFC, granting to RFC a first-priority lien on the Carolina
 National Golf Course Collateral, together with all improvements existing or
 to be placed on said land, and all fixtures, equipment and personal property
 located on it and various rights in connection with it, together with all
 hereditaments and appurtenances pertaining to said land; and


	
 

	
 

	
 


	
 

	
 

	
          (2) with
 respect to that certain golf course project located in Chatham County, North
 Carolina and commonly known as “The Preserve” (the “Preserve Golf Course Collateral”),
 that certain Construction Deed of Trust with Security Agreement and Fixture
 Filing with Assignment of Rents, Proceeds and Agreements, dated as of
 September 25, 2002 (the “Preserve Golf Course Deed of Trust”),
 filed for record on September 30, 2002, under Clerk’s File No. 012905,
 Book 960, Page 902 in the Register of Deeds Office of Chatham County, North
 Carolina, executed by Bluegreen Golf in favor of Thomas A. Macdonnel, Jr. and
 David H. Peterson, collectively as trustee, for the benefit of RFC, granting
 to RFC a first-priority lien on the Preserve Golf Course Collateral, together
 with all improvements existing or to be placed on said land, and all
 fixtures, equipment and personal property located on it and various rights in
 connection with it, together with all hereditaments and appurtenances
 pertaining to said land; 





          The
Carolina National Golf Course Collateral and the Preserve Golf Course
Collateral are collectively referred to herein as the “Existing Golf Course Collateral”.


          E.       Borrower’s
obligations to RFC under the Notes and the Loan Documents are also secured by,
among other things, that certain Guaranty Agreement, dated as of September 25,
2002 (the “Guaranty”),
executed by Bluegreen in favor of Original Lender.


	
 

	
 


	
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          F.          RFC
and the Borrower Parties hereby desire to modify the Loan Agreement and the
Loan Documents as herein provided, subject to the terms, conditions, covenants
and limitations contained in this Amendment.


A C K N
O W L E D G M E N
T S:


          (a)         The
Borrower Parties and RFC hereby acknowledge and agree to the accuracy of all
Recitals included in this Amendment.


          (b)         The
Borrower Parties acknowledge and agree that (i) as of July 1, 2009, the
outstanding principal amount of the Indebtedness is $57,607,367.96 (the “Current
Outstanding Loan Amount”), exclusive of costs, fees, and other
expenses payable by Borrower under the Loan Agreement, and (ii) the
Indebtedness is without offset, reduction, or counterclaim.


A G R E
E M E N T:


          NOW,
THEREFORE, in consideration of the premises herein contained and other good and
valuable consideration, the sufficiency of which is hereby acknowledged, the
parties hereto, intending to be legally bound, agree to the above Recitals,
Acknowledgments and as follows:


          1.          Definitions.
All capitalized terms used
but not otherwise defined in this Amendment shall have the meanings ascribed to
them in the Loan Agreement. Unless otherwise specified, all section references
herein refer to sections of the Loan Agreement.


          2.          No
Further Obligation to Advance. The
Borrower Parties hereby acknowledge and agree that, notwithstanding anything to
the contrary set forth in Section 2.1 of the Loan Agreement, from and
after the Effective Date, Original Lender (including its predecessors,
successors, assigns or affiliates)has no prior or further obligation
whatsoever to advance Loan disbursements under the Loan Agreement or otherwise.


          3.          Funding
Costs of Development Work and Interest Payments. From and after
the Effective Date, Borrower agrees to fund any and all costs of Development
Work and interest payments under the Loan directly out of its own funds.


          4.          Revised
Base Rate and Default Rate. As of the Effective Date, the definition of
“Base Rate” and “Default Rate”, as used in the Notes, shall be redefined as set
forth in the Addenda to Notes (as hereinafter defined).


          5.          Extended
Maturity Date. As of the Effective Date, the definition of
“Maturity Date”, as set forth in Section 1.1 of the Loan Agreement, shall be
redefined as follows:


“Maturity Date” means the first to occur of (i) December 31,
2012, or (ii) the date on which the Loan is required to be repaid pursuant to Section
8.2.


          6.          Immediate
Principal Repayment; Extension Fee;
Reduction of Loan Amount. On
the Effective Date: (i) Borrower shall make a principal repayment of the
Loan to RFC in the amount of $10,000,000.00 (the “Principal Paydown”);
(ii) an extension fee in the amount of one percent (1%) of the Current
Outstanding Loan Amount, equal to $576,073.68 (the “Extension Fee”); and
(iii) the Loan Amount will be immediately reduced to
$47,607,367.96. Notwithstanding the Principal Paydown, subsequent principal
repayments and other amounts due under the Note and Loan Documents shall be
paid by Borrower as provided for in the Loan Agreement, as amended hereby.



          7.          Addenda
to Notes. On the Effective Date, Borrower shall execute and deliver to RFC the
Addenda to the Notes in the form attached hereto as Schedule 1-A and 1-B (the “Addenda
to Notes”). 


	
 

	
 


	
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          8.        Additional
Mandatory Principal Reduction. Effective as of the Effective Date, a new
Section 2.7(6) shall be inserted into the Loan Agreement, as follows:


	
 

	
 

	
 


	
 

	
          (6)          No
 later than the dates set forth below, Borrower shall
 be required to make the following minimum cumulative principal payments,
 inclusive of all principal payments made to RFC (including RFC’s
 predecessors, successors, assigns or affiliates) on the Loan since the
 Effective Date, inclusive of the Principal Paydown:








	
 

	
 

	
 

	
 

	
 


	
Payment
 Date

	
 

	
Minimum
 Cumulative Principal Reduction

	
 


	


	
 

	


	


	
 


	
1/8/2010

	
 

	
$

	
12,000,000

	
 


	
4/8/2010

	
 

	
$

	
14,000,000

	
 


	
7/8/2010

	
 

	
$

	
16,000,000

	
 


	
10/8/2010

	
 

	
$

	
18,000,000

	
 


	
1/8/2011

	
 

	
$

	
20,000,000

	
 


	
4/8/2011

	
 

	
$

	
22,000,000

	
 


	
7/8/2011

	
 

	
$

	
24,000,000

	
 


	
10/8/2011

	
 

	
$

	
26,000,000

	
 


	
1/8/2012

	
 

	
$

	
28,000,000

	
 


	
4/8/2012

	
 

	
$

	
30,000,000

	
 


	
7/8/2012

	
 

	
$

	
32,000,000

	
 


	
10/8/2012

	
 

	
$

	
34,000,000

	
 


	
12/31/2012

	
 

	
Remaining
 Balance Due

	
 





          9.        Liens on
Additional Collateral.


	
 

	
 

	
 


	
 

	
          (a)          The
Golf Club at Brickshire.
 Contemporaneously with the execution of this Amendment, Bluegreen Golf shall
 execute, acknowledge, and deliver to RFC: (i) the Construction Deed of Trust,
 Security Agreement and Fixture Filing with Assignment of Rents, Proceeds and
 Agreements in the form attached hereto as Schedule 2-A
 (the “Brickshire
 Deed of Trust”), granting to RFC a first-priority lien and
 security interest to secure the Indebtedness in and to that portion of the
 real property commonly known as “The Golf Club at Brickshire”, located in New
 Kent County, Virginia (the “Brickshire Project”); (ii) the
 Assignment of Construction Agreements and Development Items in the form
 attached hereto as Schedule 3-A
 (the “Brickshire
 Assignment”), granting to RFC a first-priority security
 interest in certain documents, agreements and other items relevant to the
 development of the Brickshire Project; and (iii) the Hazardous Substances
 Remediation and Indemnification Agreement in the form attached hereto as Schedule
4-A (the “Brickshire
 HazMat Indemnity”), indemnifying RFC with respect to claims
 and obligations regarding hazardous materials on, in, or about the Brickshire
 Project.








	
 

	
 


	
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          (b)          The
 Golf Club at Chapel Ridge. Contemporaneously with the execution of this Amendment, Bluegreen
 Golf execute, acknowledge, and deliver to RFC: (i) the Construction Deed of
 Trust, Security Agreement and Fixture Filing with Assignment of Rents,
 Proceeds and Agreements in the form attached hereto as Schedule 2-B (the “Chapel Ridge Deed of
Trust”),
 granting to RFC a first-priority lien and security interest to secure the
 Indebtedness in and to that portion of the real property commonly known as
 “The Golf Club at Chapel Ridge”, located in Chatham County, North Carolina
 (the “Chapel
 Ridge Project”); (ii) the Assignment of Construction
 Agreements and Development Items in the form attached hereto as Schedule 3-B (the “Chapel Ridge
Assignment”),
 granting to RFC a first-priority security interest in certain documents,
 agreements and other items relevant to the development of the Chapel Ridge
 Project; and (iii) the Hazardous Substances Remediation and Indemnification
 Agreement in the form attached hereto as Schedule 4-B (the “Chapel Ridge HazMat
Indemnity”),
 indemnifying RFC with respect to claims and obligations regarding hazardous
 materials on, in, or about the Chapel Ridge Project.


	
 

	
 

	
 


	
 

	
          (c)          The
 Golf Club at Sanctuary Cove. Contemporaneously with the execution of this Amendment, Bluegreen
 Golf shall execute, acknowledge, and deliver to RFC: (i) the Deed to Secure
 Debt and Security Agreement in the form attached hereto as Schedule 2-C (the “Sanctuary Cove
Deed to Secure
 Debt”), granting to RFC a first-priority lien and security
 interest to secure the Indebtedness in and to that portion of the real
 property commonly known as “The Golf Club at Sanctuary Cove”, located in
 Camden County, Georgia (the “Sanctuary Cove Project”); (ii)
 the Assignment of Construction Agreements and Development Items in the form
 attached hereto as Schedule 3-C (the “Sanctuary Cove Assignment”),
 granting to RFC a first-priority security interest in certain documents,
 agreements and other items relevant to the development of the Sanctuary Cove
 Project; and (iii) the Hazardous Substances Remediation and Indemnification
 Agreement in the form attached hereto as Schedule 4-C (the “Sanctuary Cove HazMat
Indemnity”),
 indemnifying RFC with respect to claims and obligations regarding hazardous
 materials on, in, or about the Sanctuary Cove Project.


	
 

	
 

	
 


	
          The
 Brickshire Project, the Chapel Ridge Project, and the Sanctuary Cove Project
 are collectively referred to herein as the “Additional Golf Course Collateral”,
 and together with the Existing Golf Course Collateral, the “Golf
 Course Collateral”. Borrower shall be responsible for the
 payment of all title premiums for the issuance of lender’s policies of title
 insurance in favor of RFC for each of the Brickshire Deed of Trust, the
 Chapel Ridge Deed of Trust, and the Sanctuary Cove Deed to Secure Debt, in an
 amount satisfactory to RFC, as well as all taxes, recording fees, or other
 assessments payable on account of each of the Brickshire Deed of Trust, the
 Chapel Ridge Deed of Trust, and the Sanctuary Cove Deed to Secure Debt. RFC’s
 counsel will hold the Brickshire Deed of Trust, the Chapel Ridge Deed of
 Trust, and the Sanctuary Cove Deed to Secure Debt in escrow until such time
 as the title commitments for each of the Brickshire Project, the Chapel Ridge
 Project, and the Sanctuary Cove Project are reasonably acceptable to RFC, at
 which time it shall record such documents in the appropriate real property
 records (subject to Borrower’s obligation set forth above to pay any and all
 taxes, recording fees, or other assessments payable on account of such
 recording). 


	
 

	
 

	
 


	
          10.       Sale of
Additional Collateral.
 Effective as of the Effective Date, Section 2.7(2) shall be
 amended and restated in its entirety, as follows:


	
 

	
 

	
 


	
 

	

          (2)          Upon
the closing of the sale of any of the Golf Course Collateral, whether in
whole or in part, RFC shall receive, at the closing of such sale or sales,
seventy-five percent (75%) of the net sale proceeds shown on the closing
statement therefor. RFC shall have the right to approve any such closing
statements and the amount of such net sale proceeds as a condition to
Borrower’s ability to sell any such Golf Course Collateral. The remittance of
such portion of the net sale proceeds from all or any part of the Golf Course
Collateral shall not be applied toward the minimum mandatory prepayments
provided for in Section 2.7(6) of the Loan Agreement, as herein
revised. RFC hereby approves the sale of the Brickshire Project and the Chapel
Ridge Project based on the gross sales price set forth on Schedule 5 attached hereto. 








	
 

	
 


	
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          11.      Deferred Cash Fee
Payment. Effective as of the Effective Date, a new Section 2.7(7)
 shall be inserted into the Loan Agreement, as follows:


	
 

	
 

	
 


	
 

	
          (7)          On
 the Maturity Date and in addition to the repayment of any outstanding Loan
 Amount, together with interest accruing thereon and all other costs and
 expenses due from Borrower under the Loan Documents, Borrower shall make a
 deferred cash fee payment to RFC in the amount of $2,000,000.00 (the “Deferred
 Cash Fee Payment”), which Deferred Cash Fee Payment shall be
 in addition to the amount then due and payable under the Loan; provided
 however, in the event that the total outstanding Loan Amount, together with
 interest accruing thereon and all other costs and expenses due from Borrower
 under the Loan Documents, is paid in full in cash to RFC on or before
 December 31, 2010, the Deferred Cash Fee Payment shall be waived by RFC.


	
 

	
 

	
 


	
          12.      Revised Definition of
“Net Worth”.
 Effective as of the Effective Date, the definition of “Net Worth” in Section
 1.1 of the Loan Agreement shall be amended and restated in its entirety,
 as follows:


	
 

	
 

	
 


	
 

	
          “Net
 Worth” means (i) total assets, as would be reflected on a balance sheet
 prepared on a consolidated basis and in accordance with GAAP, consistently
 applied, exclusive of Intellectual Property, experimental or organization
 expenses, franchises, licenses, permits, and other intangible assets,
 treasury stock, unamortized underwriters’ debt discount and expenses, and
 goodwill minus (ii) total liabilities and (iii) adding back any reduction of
 Borrowers’ or Guarantor’s equity as the result of a cumulative effect of a
 change in accounting principle or other adjustment to equity related to the
 requirement that any of Borrowers’ or Guarantor’s off-balance sheet
 arrangements be accounted for on balance sheet, as would be reflected on a
 balance sheet and/or statement of shareholders’ equity prepared on a
 consolidated basis and in accordance with GAAP consistently applied.


	
 

	
 

	
 


	
          13.      Revised Definition of
“Transfer”.
 Effective as of the Effective Date, the definition of “Transfer” in Section
 1.1 of the Loan Agreement shall be amended by amending and restating item
 (g)(2) in its entirety, as follows:


	
 

	
 

	
 


	
 

	
          (2)          the
 transfer of any portion of the voting stock of any corporation which is the
 direct or indirect owner of 10% or more of the voting stock of the Borrower,
 provided that the foregoing shall not apply to Guarantor or to any Borrower
 that is wholly owned by Guarantor.”


	
 

	
 

	
 


	
          14.      Revision to Covenant
Against Change in Nature of
 Business. Effective as of the Effective Date, Section 5.3
 (4) of the Loan Agreement shall be amended and restated, as follows:


	
 

	
 

	
 


	
 

	
          (4)          Change
 in Nature of Business. Make no material adverse change in the nature of
 its business as carried on at the date hereof.


	
 

	
 

	
 


	
          15.      Modification of
Insurance Requirements.
 Effective as of the Effective Date, Section 5.4 of the Loan Agreement
 shall be amended and restated in its entirety, as follows:


	
 

	
 

	
 


	
 

	
          (a)          Each
 of the entities comprising the Borrower will maintain the insurance required
 by the terms of this Loan Agreement and will deposit with the Lender
 original, duplicate original or certified copies of insurance certificates
 issued by insurance companies with current Best’s Key Ratings of not less
 than B+VII (as to those policies maintained by the Borrower) and B+VII (as to
 those policies maintained by its contractors) and written in form and content
 acceptable to the Lender, providing the following minimum insurance
 coverages:


	
 

	
 

	
 


	
 

	
 

	
              (1)          “Comprehensive
 General Liability” insurance in the minimum “general aggregate” amount of
 $2,000,000 for the Borrower and $1,000,000 for its contractors, in the
 minimum “occurrence” limit of $2,000,000 for the Borrower and $1,000,000 for
 its contractors, and in the minimum “umbrella” amount of $10,000,000 for the
 Borrower, all against claims for “personal injury” liability, including
 bodily injury, death or damage to the project liability, 








	
 

	
 


	
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including completed operations and contractual liability and, if
 applicable, also including owners’ and contractors’ protective coverage naming
 the Lender as an additional insured.


	
 

	
 

	
 


	
 

	
 

	
              (2)          Insurance
 with respect to its properties, assets and business against loss or damage of
 the kinds customarily insured against by Persons of established reputation
 engaged in the same or similar business and similarly situated, of such types
 and in such amounts as are customarily carried under similar circumstances by
 such other Persons, all in accordance with reasonably prudent industry
 standards.


	
 

	
 

	
 


	
 

	
 

	
              (3)          Workers’
 compensation insurance as prescribed by the laws of each state in which the
 Borrower is required to maintain such insurance, and employers’ liability
 with such limits as prescribed by law.


	
 

	
 

	
 


	
 

	
 

	
              (4)          For
 each Project, broad form course of construction insurance covering all risks
 in the minimum amount of the proposed construction cost for such Project on a
 replacement cost basis, against loss or damage by hazards customarily
 included within “extended coverage” policies, and any other risks or hazards
 which in the Lender’s reasonable judgment should be insured against, with a
 Lender’s Loss Payable Endorsement naming the Lender as an additional insured,
 together with a full replacement cost endorsement (without provisions for co-insurance).


	
 

	
 

	
 


	
 

	
 

	
              (5)          For
 each Project, flood insurance in the maximum amount of the budgeted
 construction costs or the maximum coverage available, whichever is less,
 designating the Lender as payee, or evidence satisfactory to the Lender that
 the Project is not located within an area designated as within the 100 year
 flood plain under the National Flood Insurance Program.


	
 

	
 

	
 


	
 

	
          (b)          Each
 policy of insurance required under this Section 5.4 must contain the
 “standard non-contributory mortgagee clause” and the “standard lenders’ loss
 payable clause,” or their equivalents, in favor of the Lender and/or its
 assignees, and Borrower must endeavor to provide that it will not be modified
 or canceled without 30 days’ prior written notice to the Lender. Borrower
 must also furnish the Lender with receipts for the payment of premiums on the
 policies or other evidence of payment reasonably satisfactory to the Lender.


	
 

	
 

	
 


	
 

	
          (c)          A
 certificate of insurance shall be delivered for each policy of insurance
 prior to policy expiration and proof of payment shall be delivered within
 thirty (30) days thereafter.


	
 

	
 

	
 


	
 

	
          (d)          The
 Lender will not, by the fact of approving, disapproving, accepting,
 preventing, obtaining or failing to obtain any such insurance, incur any
 liability for the form or legal sufficiency of insurance contracts, solvency
 of insurers or payment of losses, and the Borrower hereby expressly assumes
 full responsibility therefor and all liability related thereto, if any.


	
 

	
 

	
 


	
          16.      Events
 of Default. Effective
 as of the Effective Date, items (14), (15), and (16) of Section 8.1 of
 the Loan Agreement are hereby deleted in their entirety.


	
 

	
 

	
 


	
          17.      Modification
 of Guaranty. Effective
 as of the Effective Date, Section 6(g) of the Guaranty shall be
 amended and restated in its entirety as follows:


	
 

	
 

	
 


	
 

	
          Litigation. There is not now
pending against or
 affecting Guarantor, nor to its knowledge is there threatened, any action,
 suit or proceeding in law or in equity or by or before any administrative
 agency that is expected to materially impair or affect its financial
 condition or operations.


	
 

	
 

	
 


	
          Also
effective as of the Effective Date, Section 7(f) of the Guaranty shall be
amended and restated in its entirety as follows: 


	
 

	
 

	
 


	
 

	
          Existence. Maintain, preserve
and keep in full force
 and effect its existence as a corporation.








	
 

	
 


	
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PAGE 8


	
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 Communities

	
 












	
 

	
 

	
 


	
          18.     Conditions Precedent to
Effectiveness.
 The effectiveness of this Amendment is subject to the satisfaction of the
 following conditions precedent, unless specifically waived in writing by RFC:


	
 

	
 

	
 


	
                    18.1          RFC
 shall have received this Amendment, duly executed by the Borrower Parties,
 not later than July 3, 2009, at 5:00 p.m. (Central time);


	
 

	
 

	
 


	
                    18.2          The
 representations and warranties contained herein and in the Loan Agreement and
 the Loan Documents shall be true and correct on and as of the Effective Date;


	
 

	
 

	
 


	
                    18.3          No
 Potential Defaults or Events of Default under the Loan Agreement or the Loan
 Documents shall have occurred and be continuing;


	
 

	
 

	
 


	
                    18.4          RFC’s
 receipt of the Principal Paydown and the Extension Fee;


	
 

	
 

	
 


	
                    18.5          RFC’s
 receipt from Borrower the payment in full of RFC’s legal fees, consulting
 fees, and appraisal fees incurred in connection with the negotiation and
 preparation of this Amendment, pursuant to Section 9.6 of the Loan
 Agreement;


	
 

	
 

	
 


	
                    18.6          RFC’s
 receipt from Chicago Title Insurance Company of a commitment to issue
 lender’s policies of title insurance in favor of RFC Lender for each of the
 Brickshire Deed of Trust, the Chapel Ridge Deed of Trust, and the Sanctuary
 Cove Deed to Secure Debt, subject to Lender’s approval and subsequent
 finalization thereof with Chicago Title Insurance Company and Borrower (and
 subject to Borrower’s obligation to pay the title premiums and other costs
 associated therewith), as provided in Paragraph 9 above; provided if
 such title is not reasonably acceptable to RFC, Borrower may satisfy such
 requirement by providing substitute collateral reasonably acceptable to RFC;
 and


	
 

	
 

	
 


	
                    18.7          RFC’s
 receipt of (i) the Addenda to Notes, (ii) the Brickshire Deed of Trust, (iii)
 the Brickshire Assignment, (iv) the Brickshire HazMat Indemnity, (v) the
 Chapel Ridge Deed of Trust, (vi) the Chapel Ridge Assignment, (vii) the
 Chapel Ridge HazMat Indemnity, (viii) the Sanctuary Cove Deed to Secure Debt,
 (ix) the Sanctuary Cove Assignment, and (x) the Sanctuary Cove Indemnity,
 each duly executed and, where applicable, acknowledged, by all parties
 thereto; provided if the title to such collateral is not reasonably
 acceptable to RFC, Borrower may satisfy such requirement by providing
 substitute collateral reasonably acceptable to RFC.


	
 

	
 

	
 


	
          If the
 foregoing conditions precedent in Paragraphs 18.1 through 18.7
 have not been satisfied, as determined by RFC in its sole discretion, by 5:00
 p.m. (Central time) on July 3, 2009 (except for the condition precedent set
 forth in Paragraph 18.6, which shall be satisfied by 5:00 p.m.
 (Central time) on August 31, 2009), then this Amendment shall be deemed
 irrevocably withdrawn and of no further force or effect. It is understood and
 agreed that the conditions set forth in this Paragraph 18 have been
 satisfied, and this Amendment is effective as of the date of the execution
 hereof by all parties, except for Borrower’s obligation to provide the title
 policies and pay the costs to record all applicable documents, as provided in
 Paragraph 9 above, or alternate security is provided as set forth in Paragraph
 18.6 above.


	
 

	
 

	
 


	
 

	
19.

	
Ratifications, Representations and Warranties.  


	
 

	
 

	
 


	
                    19.1          The
 terms and provisions set forth in this Amendment shall supersede all
 inconsistent terms and provisions set forth in the Loan Agreement and, except
 as expressly set forth in this Amendment, the terms and provisions of the
 Loan Agreement and each of the Loan Documents are ratified and confirmed and
 shall continue in full force and effect. The parties hereto agree that the
 Loan Agreement shall continue to be legal, valid, binding and enforceable in
 accordance with its terms.








	
 

	
 


	
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 Communities

	
 












                         19.2
          Each party
comprising Borrower, as set forth in the opening paragraph to this Agreement
(hereafter, a “Borrower Party”
and collectively with Bluegreen, the “Borrower
Parties”) hereby represents and warrants to RFC as follows: 


                                           
(a)           Each Borrower
Party hereby represents and warrants that the execution, delivery and
performance of this Amendment and any and all other agreements executed and/or
delivered in connection herewith have been authorized by all requisite
corporate, limited liability company, or partnership action, as applicable, on
the part of such Borrower Party, and will not violate (i) the By-Laws, Limited
Partnership Agreement, or Operating Agreement of such Borrower Party, or (ii)
the By-Laws or Operating Agreement of the general partner of such Borrower
Party, as and if applicable. 


                                           
(b)           Each Borrower
Party hereby represents and warrants that the representations and warranties
contained in this Amendment, the Loan Agreement, and the Loan Documents are
true and correct on and as of the Effective Date as though made on and as of
such date; 


                                           
(c)           Each Borrower
Party hereby represents and warrants that no Potential Default or Event of
Default under the Loan Agreement (as herein amended) has occurred and is
continuing, unless such Potential Default or Event of Default has been
specifically waived in writing by RFC; 


                                           
(d)           Each Borrower
Party hereby represents and warrants that the consummation of the transactions
contemplated hereby will not (i) violate any provision of the organizational
documents or governing instruments of such Borrower Party, (ii) violate any
judgment, order, ruling, injunction, decree or award of any court,
administrative agency or governmental body against, or binding upon, such
Borrower Party, or (iii) constitute a violation by such Borrower Party of any
law or regulation of any jurisdiction applicable to such Borrower Party; and 


                                           
(e)           Each Borrower
Party hereby represents and warrants that this Amendment was reviewed by such
Borrower Party, and acknowledges and agrees that such Borrower Party (i)
understands fully the terms of this Amendment and the consequences of the
issuance hereof, (ii) has been afforded an opportunity to have this Amendment
reviewed by, and to discuss this Amendment with, such attorneys and other
persons as such Borrower Party may wish, and (iii) has entered into this
Amendment of its own free will and accord and without threat or duress; and
such Borrower Party hereby represents and warrants that this Amendment and all
information furnished to RFC are made and furnished in good faith, for value
and valuable consideration; and this Amendment has not been made or induced by
any fraud, duress or undue influence exercised by RFC or any other person. 


          20.
         Confirmation of Guaranty. Bluegreen
consents to the execution of this Amendment and acknowledges that it is its
desire to fully guarantee the payment and performance in full of the loan made
pursuant to the terms of the Loan Agreement and the other Loan Documents, as
amended hereby, in accordance with the terms and conditions of the Guaranty (as
amended herein). Bluegreen hereby: (a) reaffirms and restates as of the
Effective Date all of such Bluegreen’s representations and warranties set forth
in the Guaranty (as amended herein); (b) affirms that the Guaranty (as amended
herein) shall remain in full force and effect with respect to the Indebtedness;
(c) affirms that its liability under the Guaranty (as amended herein) shall
continue undiminished by this Amendment and the documents executed in
connection herewith; (d) represents and warrants that no event has occurred and
no condition currently exists that would constitute a default under the
Guaranty (as amended herein) by Bluegreen or under the Loan Agreement or any of
the other Loan Documents by Borrower or any other surety; and (e) acknowledges
that Original Lender and RFC have performed and are not in default of their
obligations under the Loan Documents and that there are no offsets, defenses or
counterclaims with respect to any obligation of Borrower under the Loan
Documents or of Bluegreen under the Guaranty (as amended herein).  


	
 

	
 


	
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          21.
          Miscellaneous. 


                          21.1
          Misrepresentation. The Borrower Parties
shall indemnify and hold RFC harmless from and against any losses, damages,
costs and expenses (including reasonable attorneys’ fees) incurred by RFC as a
direct or indirect result of (a) breach of any representation or warranty
contained in this Amendment, or (b) any breach or default under any of the
covenants or agreements contained in this Amendment. 


                         21.2
          Covenants and Agreements. The Borrower
Parties hereby agree and acknowledge that they are well and truly indebted to
RFC for the Indebtedness (without offset, counterclaim, or reduction) pursuant
to the terms of the Loan Agreement and the Loan Documents, and hereby agree to
observe, comply with and perform all of the obligations, terms and conditions
under or in connection with the Loan Agreement and the Loan Documents. 


                         21.3
          Ratification of Liens and Security Interests.
The Borrower Parties hereby acknowledge and agree that the liens and security
interests of the Loan Agreement and the Loan Documents are valid and subsisting
liens and security interests and are superior to all liens and security
interests other than those exceptions approved by RFC in writing and as
otherwise permitted under the Loan Agreement or the Loan Documents. 


                         21.4
          No Waiver. The Borrower Parties agree
that nothing contained in this Amendment shall affect or impair the validity or
priority of the liens and security interests under the Loan Agreement or the
Loan Documents. RFC and the Borrower Parties further reserve all of their
respective rights and remedies under the Loan Agreement and the Loan Documents,
except as expressly modified herein. 


                         21.5
          Survival of Representations and Warranties.
Except as provided otherwise in this Amendment, all representations and
warranties made in the Loan Agreement or any of the Loan Documents including,
without limitation, any document furnished in connection with this Amendment,
shall survive the execution and delivery of this Amendment, and no
investigation by RFC or any subsequent event shall affect the representations
and warranties or the right of RFC to rely upon them. 


                         21.6
          Expenses. The Borrower Parties agree to
pay the costs and expenses incurred by RFC in connection with the preparation,
negotiation and execution of this Amendment and any other agreements executed pursuant
hereto, including, without limitation, the reasonable costs and fees of RFC’s
legal counsel, consulting fees, and appraisal fees. 


                         21.7
          Severability. Any provision of this
Amendment held by a court of competent jurisdiction to be invalid or
unenforceable shall not impair or invalidate the remainder of this Amendment,
and the effect thereof shall be confined to the provision so held to be invalid
or unenforceable. 


                         21.8
          Headings. The headings of the sections
and subsections of this Amendment are inserted for convenience only and do not
constitute a part of this Amendment. 


                         21.9
          Counterparts. This Amendment may be
executed in any number of counterparts, each of which shall be an original, but
all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of this Amendment by facsimile shall have
the same force and effect as the delivery of an original executed counterpart
of this Amendment. Any party delivering an executed counterpart of this
Amendment by facsimile shall also deliver an original executed counterpart, but
the failure to do so shall not affect the validity, enforceability or binding
effect of this Amendment. 


                         21.10
        No Commitment. The Borrower Parties
agree that RFC has made no commitment or other agreement regarding the Loan
Agreement or the Loan Documents, except as expressly set forth therein or in
this Amendment. The Borrower Parties warrant and represent that they will not
rely on any commitment, 


	
 

	
 


	
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further agreement to forbear or other agreement on the part of RFC
unless such commitment or agreement is in writing and signed by RFC. 


                         21.11
          Survival. All representations,
warranties, covenants and agreements of the parties made in this Amendment
shall survive the execution and delivery hereof, until such time as all of the
obligations of the parties hereto shall have lapsed in accordance with their
respective terms or shall have been discharged in full. 


                         21.12
          Time of Essence. The parties to this
Amendment have agreed specifically with regard to the times for performance set
forth in this Amendment. Further, the parties to this Amendment acknowledge
that the agreements with regard to the times for performance are material to
this Amendment. Therefore, the parties agree and acknowledge that time is of
the essence to this Amendment. 


                         21.13
          Law Governing. THIS AMENDMENT SHALL BE
INTERPRETED AND THE RIGHTS OF THE PARTIES DETERMINED IN ACCORDANCE WITH THE
LAWS OF THE UNITED STATES APPLICABLE THERETO AND THE INTERNAL LAWS OF THE STATE
OF VIRGINIA APPLICABLE TO AN AGREEMENT EXECUTED, DELIVERED AND PERFORMED
THEREIN, WITHOUT GIVING EFFECT TO THE CHOICE-OF-LAW RULES THEREOF OR ANY OTHER
PRINCIPLE THAT COULD REQUIRE THE APPLICATION OF THE SUBSTANTIVE LAW OF ANY
OTHER JURISDICTION. 


                         21.14
         Waiver; Modification. NO PROVISION OF
THIS AMENDMENT MAY BE WAIVED, CHANGED OR MODIFIED, OR THE DISCHARGE THEREOF
ACKNOWLEDGED, ORALLY, BUT ONLY BY AN AGREEMENT IN WRITING SIGNED BY THE PARTY
AGAINST WHOM THE ENFORCEMENT OF ANY WAIVER, CHANGE, MODIFICATION OR DISCHARGE
IS SOUGHT. NO DELAY ON THE PART OF RFC IN EXERCISING ANY RIGHT, POWER OR
PRIVILEGE HEREUNDER, SHALL OPERATE AS A WAIVER THEREOF, NOR SHALL ANY WAIVER OF
ANY RIGHT, POWER OR PRIVILEGE HEREUNDER OPERATE AS A WAIVER OF ANY OTHER RIGHT,
POWER OR PRIVILEGE HEREUNDER, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY
RIGHT, POWER OR PRIVILEGE HEREUNDER PRECLUDE ANY OTHER OR FURTHER EXERCISE
THEREOF, OR THE EXERCISE OF ANY OTHER RIGHT, POWER OR PRIVILEGE HEREUNDER. ALL
RIGHTS AND REMEDIES HEREIN PROVIDED ARE CUMULATIVE AND ARE NOT EXCLUSIVE OF ANY
RIGHTS OR REMEDIES WHICH THE PARTIES HERETO MAY OTHERWISE HAVE AT LAW OR IN
EQUITY. FURTHER, ANY FAILURE BY RFC TO EXERCISE ANY RIGHT, PRIVILEGE OR REMEDY
SHALL NOT DIRECTLY OR INDIRECTLY IN ANY WAY WHATSOEVER EITHER: (a) IMPAIR,
PREJUDICE, OR OTHERWISE ADVERSELY AFFECT RFC’S RIGHT AT ANY TIME TO EXERCISE
ANY RIGHT, PRIVILEGE, OR REMEDY IN CONNECTION WITH THE LOAN AGREEMENT AND THE
OTHER LOAN DOCUMENTS, OR (b) CONSTITUTE ANY COURSE OF DEALING OR OTHER BASIS
FOR ALTERING ANY OBLIGATIONS OF BORROWER OR ANY RIGHT, PRIVILEGE, OR REMEDY OF
RFC UNDER THE LOAN AGREEMENT OR THE LOAN DOCUMENTS. 



                         21.15
          Future Advances at Original Lenders’s Discretion.
The Borrower Parties hereby acknowledge and confirm that Original Lender has no
further obligation to advance Loan disbursements under the Loan Agreement or
otherwise. Notwithstanding the foregoing, any obligation to hereafter make
further disbursements under the Loan shall be at the sole option and unfettered
discretion of Original Lender. If Original Lender so elects to make any future
disbursements of Loan proceeds notwithstanding the provisions of Paragraph 2 of
this Amendment, such disbursements will automatically become a part of the Loan
proceeds and subject to all of the terms and conditions of the Loan Agreement
and the Loan Documents. Further, (a) no disbursements of Loan proceeds by
Original Lender under the Loan Agreement or otherwise shall (i) constitute a
waiver of any Potential Default or Event of Default or any of RFC’s rights and
remedies under the Loan Agreement or the Loan Documents, or (ii) a consent to
the continuation of any Potential Default or Event of Default; and (b) the
failure of RFC to take any action permitted pursuant to the Loan Agreement, any
other Loan Document or applicable law shall not constitute a waiver of any
Potential Default or Event of Default or any of the rights and remedies of RFC
under the  


	
 

	
 


	
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Loan Agreement or the Loan Documents or any consent to the continuation
of such Potential Default or Event of Default. 


                         21.16
          Waiver of Jury Trial. TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, BORROWER HEREBY IRREVOCABLY AND EXPRESSLY
WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
(WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO
THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF RFC IN
THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT THEREOF. 


                         21.17
          Final Agreement. THIS AMENDMENT AND THE
LOAN DOCUMENTS REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TO
THE SUBJECT MATTER HEREOF ON THE EFFECTIVE DATE. NEITHER THIS AMENDMENT NOR THE
LOAN DOCUMENTS MAY BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES. 


                         21.18
        Release
by Borrower Parties. EACH OF THE BORROWER PARTIES HEREBY
ACKNOWLEDGES THAT AS OF THE EFFECTIVE DATE IT HAS NO DEFENSE, COUNTERCLAIM,
OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT
CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO
REPAY THE OBLIGATIONS OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR
NATURE FROM RFC, ORIGINAL LENDER, OR THEIR RESPECTIVE AFFILIATES, PARTICIPANTS,
MEMBERS, PARTNERS, AGENTS, ATTORNEYS, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES,
SUCCESSORS, ASSIGNS, AND PREDECESSORS, AND EACH OF THE BORROWER PARTIES HEREBY
VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES RFC, ORIGINAL LENDER,
AND THEIR RESPECTIVE AFFILIATES, PARTICIPANTS, MEMBERS, PARTNERS, PREDECESSORS,
AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL
POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES,
AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED,
SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN
EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE EFFECTIVE DATE, WHICH
SUCH RELEASING PARTY MAY NOW OR HEREAFTER HAVE AGAINST RFC, ORIGINAL LENDER,
AND THEIR RESPECTIVE AFFILIATES, PARTICIPANTS, MEMBERS, PARTNERS, AGENTS,
OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, SUCCESSORS, ASSIGNS, AND
PREDECESSORS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF
CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM
THE OBLIGATIONS, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE LOAN
AGREEMENT OR THE LOAN DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS
AMENDMENT. EACH OF THE BORROWER PARTIES HEREBY COVENANTS AND AGREES NEVER TO
INSTITUTE ANY ACTION OR SUIT AT LAW OR IN EQUITY, NOR INSTITUTE, PROSECUTE, OR
IN ANY WAY AID IN THE INSTITUTION OR PROSECUTION OF ANY CLAIM, ACTION OR CAUSE
OF ACTION, RIGHTS TO RECOVER DEBTS OR DEMANDS OF ANY NATURE AGAINST RFC,
ORIGINAL LENDER, AND THEIR RESPECTIVE AFFILIATES, PARTICIPANTS, MEMBERS,
PARTNERS, AGENTS, ATTORNEYS, OFFICERS, DIRECTORS, EMPLOYEES, SUCCESSORS,
ASSIGNS, AND PREDECESSORS ARISING OUT OF OR RELATED TO RFC’S OR ORIGINAL
LENDER’S ACTIONS, OMISSIONS, STATEMENT, REQUESTS OR DEMANDS ORIGINATING ON OR
PRIOR TO THE EFFECTIVE DATE IN ADMINISTERING, ENFORCING, MONITORING, COLLECTION
OR ATTEMPTING TO COLLECT THE INDEBTEDNESS OF BORROWER TO RFC, WHICH
INDEBTEDNESS WAS EVIDENCED BY THE LOAN AGREEMENT AND THE LOAN DOCUMENTS. 


	
 

	
 


	
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                         21.19
          Agreement Binding on Each of the Borrower Parties and
RFC. Each of the Borrower Parties and RFC agree that this
Amendment will be binding on the Borrower Parties and RFC and their respective
successors and assigns; provided, no obligation or right hereunder shall be
assignable by Borrower (whether voluntarily, involuntarily or by operation of
law) without the prior written consent of RFC. 


[SIGNATURE PAGES FOLLOW.]


	
 

	
 


	
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 Communities 

	
 












          EXECUTED by
the parties hereto on the dates set forth in the acknowledgments below, to be
effective as of the Effective Date. 


	
 

	
 

	
 

	
 

	
 


	
 

	
BORROWER:


	
 

	
 

	
 

	
 

	
 


	
 

	
BLUEGREEN CORPORATION OF THE ROCKIES,


	
 

	
a Delaware corporation


	
 

	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 

	
 


	
 

	
 

	



	
 

	
Name:

	
 

	
Anthony M. Puleo


	
 

	
Title:

	
 

	
Vice President and
 Treasurer


	
 

	
 

	
 

	
 

	
 


	
 

	
BLUEGREEN GOLF CLUBS, INC.,


	
 

	
a Delaware corporation


	
 

	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 

	
 


	
 

	
 

	



	
 

	
Name:

	
 

	
Anthony M. Puleo


	
 

	
Title:

	
 

	
Vice President and
 Treasurer


	
 

	
 

	
 

	
 

	
 


	
 

	
BLUEGREEN PROPERTIES OF VIRGINIA, INC.,


	
 

	
a Delaware corporation


	
 

	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 

	
 


	
 

	
 

	



	
 

	
Name:

	
 

	
Anthony M. Puleo


	
 

	
Title:

	
 

	
Vice President and
 Treasurer


	
 

	
 

	
 

	
 

	
 


	
 

	
BLUEGREEN SOUTHWEST ONE, L.P.,


	
 

	
a Delaware limited
 partnership


	
 

	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
Bluegreen Southwest Land,
 Inc.,


	
 

	
 

	
 

	
a Delaware corporation, its
 general partner


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
By:

	
 


	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
Name: 

	
Anthony M. Puleo


	
 

	
 

	
 

	
Title:

	
Vice President and
 Treasurer


	
 

	
 

	
 

	
 

	
 


	
 

	
CATAWBA FALLS, LLC,


	
 

	
a North Carolina limited
 liability company


	
 

	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 

	
 


	
 

	
 

	



	
 

	
Name:

	
 

	
Anthony M. Puleo


	
 

	
Title:

	
 

	
Vice President and
 Treasurer








	
 

	
 


	
FOURTH AMENDMENT TO LOAN AGREEMENT AND OTHER
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SIGNATURE PAGE 1 


	
Bluegreen
 Communities 

	
 












	
 

	
 

	
 

	
 

	
 


	
 

	
BLUEGREEN COMMUNITIES OF TEXAS, L.P.,


	
 

	
a Delaware limited
 partnership


	
 

	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
Bluegreen Southwest Land,
 Inc.,


	
 

	
 

	
 

	
a Delaware corporation, its
 general partner


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
By:

	
 


	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
Name: 

	
Anthony M. Puleo


	
 

	
 

	
 

	
Title:

	
Vice President and
 Treasurer


	
 

	
 

	
 

	
 

	
 


	
 

	
BLUEGREEN COMMUNITIES OF GEORGIA, LLC,


	
 

	
a Georgia limited liability
 company


	
 

	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 

	
 


	
 

	
 

	
 

	



	
 

	
Name:

	
 

	
Anthony M. Puleo


	
 

	
Title:

	
 

	
Vice President and
 Treasurer


	
 

	
 

	
 

	
 

	
 


	
 

	
BLUEGREEN CORPORATION,


	
 

	
a Massachusetts corporation


	
 

	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 

	
 


	
 

	
 

	
 

	



	
 

	
Name:

	
 

	
Anthony M. Puleo


	
 

	
Title:

	
 

	
Senior Vice President,
 Chief Financial Officer and


	
 

	
 

	
 

	
Treasurer








	
 

	
 


	
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SIGNATURE PAGE 2 


	
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 Communities 

	
 












	
 

	
 

	
 


	
 

	
RFC:


	
 

	
 

	
 


	
 

	
RFC CONSTRUCTION FUNDING, LLC,


	
 

	
a Delaware
 limited liability company


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Name: 

	
 


	
 

	
 

	



	
 

	
Title:

	
 


	
 

	
 

	









	
 

	
 


	
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SCHEDULE 1-A


ADDENDUM TO $50,000,000 REVOLVING PROMISSORY NOTE


ADDENDUM TO REVOLVING PROMISSORY NOTE


          THIS
ADDENDUM TO REVOLVING PROMISSORY NOTE (this
“Addendum”) is is to be attached to that certain Revolving
Promissory Note dated September 25, 2002 in the principal amount of Fifty
Million Dollars ($50,000,000), as amended by Addendum to Revolving Promissory
Note, dated as of October 3, 2003, executed initially by (i) BLUEGREEN CORPORATION OF THE ROCKIES, a Delaware corporation,
(ii) BLUEGREEN GOLF CLUBS, INC., a Delaware corporation, (iii) BLUEGREEN PROPERTIES OF VIRGINIA,
INC., a Delaware corporation, and (iv) BLUEGREEN SOUTHWEST ONE, L.P., a
Delaware limited partnership, collectively, as maker for the benefit of RFC
CONSTRUCTION FUNDING, LLC, a Delaware limited liability company, successor in
interest to and assignee of RESIDENTIAL FUNDING COMPANY, LLC, a Delaware
limited liability company, formerly known as Residential Funding Corporation, a
Delaware corporation (“Lender”),
as holder (as amended or otherwise modified from time to time, the “Note”). All capitalized terms not
otherwise defined herein shall have the meaning given to such term in the Note.


          From
and after the Effective Date, the “Base Rate”
under the Note shall be determined as follows: (i) as of the Effective
Date, the Base Rate shall be the Prime Rate plus 2.0%, but in no event less
than 10%; (ii) from and after the date on which the Loan Amount (as
defined in the Loan Agreement) has been reduced by a total of $25,000,000.00
(inclusive of the Principal Paydown, as such term is defined in that certain
Fourth Amendment to the Loan Agreement, executed on even date herewith), the
Base Rate shall be the Prime Rate plus 2.0%, but no less than 8%; and (iii)
from and after the date on which the Loan Amount has been reduced to a total of
$20,000,000.00 or less (inclusive of the Principal Paydown), the Base Rate
shall be the Prime Rate plus 2.0%, but no less than 6%. The parties hereby
agree that the substitute source for determining the prime lending rate, in
place of Bank One, shall be JPMorgan Chase, N.A.


          From
and after the Effective Date, the “Default
Rate” under the Note shall be the Base Rate plus 5.0%.


Effective
Date: July 1, 2009


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SCHEDULE
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SCHEDULE 1-B


ADDENDUM TO $25,000,000 REVOLVING PROMISSORY NOTE


ADDENDUM TO REVOLVING PROMISSORY NOTE


          THIS
ADDENDUM TO REVOLVING PROMISSORY NOTE (this “Addendum”) is is to be attached to that certain Revolving
Promissory Note dated May 10, 2005 in the principal amount of Twenty-Five
Million Dollars ($25,000,000), executed initially by (i) BLUEGREEN CORPORATION
OF THE ROCKIES, a Delaware corporation, (ii) BLUEGREEN GOLF CLUBS, INC., a
Delaware corporation, (iii) BLUEGREEN PROPERTIES OF VIRGINIA, INC., a Delaware
corporation, and (iv) BLUEGREEN SOUTHWEST ONE, L.P., a Delaware limited
partnership, collectively, as maker for the benefit of RFC CONSTRUCTION
FUNDING, LLC, a Delaware limited liability company, successor in interest to
and assignee of RESIDENTIAL FUNDING COMPANY, LLC, a Delaware limited liability
company, formerly known as Residential Funding Corporation, a Delaware
corporation (“Lender”), as holder
(as amended or otherwise modified from time to time, the “Note”). All capitalized terms not
otherwise defined herein shall have the meaning given to such term in the Note.


          From
and after the Effective Date, the “Base Rate”
under the Note shall be determined as follows: (i) as of the
Effective Date, the Base Rate shall be the Prime Rate plus 2.0%, but in no
event less than 10%; (ii) from and after the date on which the Loan Amount
(as defined in the Loan Agreement) has been reduced by a total of
$25,000,000.00 (inclusive of the Principal Paydown, as such term is defined in
that certain Fourth Amendment to the Loan Agreement, executed on even date
herewith), the Base Rate shall be the Prime Rate plus 2.0%, but no less than
8%; and (iii) from and after the date on which the Loan Amount has been reduced
to a total of $20,000,000.00 or less (inclusive of the Principal Paydown), the
Base Rate shall be the Prime Rate plus 2.0%, but no less than 6%. The parties
hereby agree that the substitute source for determining the prime lending rate,
in place of Bank One, shall be JPMorgan Chase, N.A.


          From
and after the Effective Date, the “Default
Rate” under the Note shall be the Base Rate plus 5.0%.


Effective
Date: July 1, 2009


[[[SIGNATURE PAGES OF BORROWER PARTIES TO BE INSERTED]]]


	
 

	
 


	
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SCHEDULE 1-C, PAGE 1


	
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SCHEDULE 2-A


FORM OF BRICKSHIRE DEED OF TRUST


[[[TO BE INSERTED]]]


	
 

	
 


	
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SCHEDULE 2-B


FORM OF CHAPEL RIDGE DEED OF TRUST


[[[TO BE INSERTED]]]


	
 

	
 


	
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SCHEDULE
 2-B, PAGE 1


	
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SCHEDULE 2-C


FORM OF SANCTUARY COVE DEED TO SECURE DEBT


[[[TO BE INSERTED]]]


	
 

	
 


	
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 AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS

	
SCHEDULE
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SCHEDULE 3-A


FORM OF BRICKSHIRE ASSIGNMENT


[[[TO BE INSERTED]]]


	
 

	
 


	
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 AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS

	
SCHEDULE
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SCHEDULE 3-B


FORM OF CHAPEL RIDGE ASSIGNMENT


[[[TO BE INSERTED]]]


	
 

	
 


	
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SCHEDULE 3-C


FORM OF SANCTUARY COVE ASSIGNMENT


[[[TO BE INSERTED]]]


	
 

	
 


	
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SCHEDULE
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SCHEDULE 4-A


FORM OF BRICKSHIRE HAZMAT INDEMNITY


[[[TO BE INSERTED]]]


	
 

	
 


	
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SCHEDULE 4-B


FORM OF CHAPEL RIDGE HAZMAT INDEMNITY


[[[TO BE INSERTED]]]


	
 

	
 


	
FOURTH AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS

	
SCHEDULE
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SCHEDULE 4-C


FORM OF SANCTUARY COVE HAZMAT INDEMNITY


[[[TO BE INSERTED]]]


	
 

	
 


	
FOURTH
 AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS

	
SCHEDULE
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SCHEDULE 5


DESCRIPTION OF SALE OF BRICKSHIRE PROJECT AND
CHAPEL RIDGE PROJECT


	
 

	
 


	
FOURTH AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS

	
SCHEDULE 5,
 PAGE 1


	
Bluegreen Communities