SEVENTH AMENDED AND RESTATED PROMISSORY NOTE


	
 

	
 


	
$15,700,000.00

	
As of July 30, 2009








	
 


	
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


	
 


	
BXG Realty,
 Inc., a Delaware corporation


	
4960
 Conference Way North, Suite 100 


	
Boca Raton,
 Florida 33431





2






	
 


	
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





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”)


	
 


	
Wachovia
 Bank, National Association


	
225 Water
 Street


	
Jacksonville,
 Florida 32202


	
(Hereinafter referred to as “Bank”)





Borrower promises to pay to the order of
Bank, in lawful money of the United States of America, at its office indicated
above or wherever else Bank may specify, the sum of FIFTEEN MILLION SEVEN
HUNDRED THOUSAND AND NO/100 DOLLARS ($15,700,000.00) or such sum as may be advanced and outstanding
from time to time, with interest on the unpaid principal balance at the rate
and on the terms provided in this Seventh Amended and Restated Promissory Note
(including all renewals, extensions or modifications hereof, (“Note”).


RENEWAL/MODIFICATION. This Note amends, restates, extends and
supersedes in its entirety that certain Sixth Amended and Restated Promissory
Note dated August 8, 2007 (the “Original Promissory Note”), evidencing a
principal amount of $20,000,000.00 of which $15,700,000.00 is currently
outstanding, the original of which is attached to this Note. Should there be
any conflict between any of the terms of the Original Promissory Note and the
terms of this Note, the terms of this Note shall control. This Note is not a
novation.


LOAN
AGREEMENT. This Note is subject to the provisions of
that certain Sixth Amended and Restated Loan Agreement between Bank and
Borrower dated August 8, 2007, as modified by that certain Amendment and
Ratification of Sixth Amended and Restated Loan Agreement and Other Loan 


4






Documents
dated of even date herewith (as the same may be further amended or modified
from time to time, the “Loan Agreement”).


INTEREST RATE. Interest shall accrue on the unpaid principal
balance of this Note from the date hereof at the LIBOR Market Index Rate plus
1.75%, as that rate may change from day to day in accordance with changes in
the LIBOR Market Index Rate (“Interest Rate”). “LIBOR Market Index Rate”, for
any day, is the rate for 1 month U.S. dollar deposits as reported on Telerate
Successor Page 3750 as of 11:00 a.m., London time, on such day, or if such day
is not a London business day, then the immediately preceding London business
day (or if not so reported, then as determined by Bank from another recognized
source or interbank quotation).


DEFAULT RATE. In addition to all other rights contained in
this Note, if a Default (as defined herein) occurs and as long as a Default
continues, all outstanding Obligations shall bear interest at the Interest Rate
plus 3% (“Default Rate”). The Default Rate shall also apply from acceleration
until the Obligations or any judgment thereon is paid in full.


INTEREST AND FEE(S) COMPUTATION (ACTUAL/360). Interest and fees, if any,
shall be computed on the basis of a 360-day year for the actual number of days
in the applicable period (“Actual/360 Computation”). The Actual/360 Computation
determines the annual effective interest yield by taking the stated (nominal)
rate for a year’s period and then dividing said rate by 360 to determine the
daily periodic rate to be applied for each day in the applicable period.
Application of the Actual/360 Computation produces an annualized effective rate
exceeding the nominal rate.


REPAYMENT TERMS/MATURITY. This Note shall be due and payable in consecutive monthly payments of
accrued interest only, commencing on
August 31, 2009, and continuing on
the last day of each month thereafter until fully paid. In any event, all
principal and accrued interest shall be due and payable on October 30, 2009
(the “Maturity Date”).


APPLICATION OF PAYMENTS. Monies received by Bank from any source for
application toward payment of the Obligations shall be applied to accrued
interest and then to principal. If a Default occurs, monies may be applied to the Obligations in any manner
or order deemed appropriate by Bank.


If any payment received by Bank under this
Note or other Loan Documents is rescinded, avoided or for any reason returned
by Bank because of any adverse claim or threatened action, the returned payment
shall remain payable as an obligation of all persons liable under this Note or
other Loan Documents as though such payment had not been made.


DEFINITIONS. Loan Documents. The term “Loan Documents” used in this Note and
the other Loan Documents refers to all documents executed in connection with or
related to the loan evidenced by this Note and any prior notes which evidence
all or any portion of the loan evidenced by this Note, and any letters of
credit issued pursuant to any loan agreement to which this Note is subject, any
applications for such letters of credit and any other documents executed in
connection therewith or related thereto,and may include, without limitation, the
Loan Agreement, this Note, guaranty agreements, security agreements, security
instruments, financing statements, mortgage instruments, any renewals or
modifications, whenever any of the foregoing are executed, but does not include
swap agreements (as defined in 11 U.S.C. § 101). Obligations. The term
“Obligations” used in this Note refers to any and all indebtedness and other
obligations under this Note, all other obligations under any other Loan
Document(s), and all obligations under any swap agreements (as defined in 11
U.S.C. § 101) between Borrower and Bank whenever executed. Certain
Other Terms. All terms that are used but not otherwise defined in
any of the Loan Documents shall have the definitions provided in the Uniform
Commercial Code.


LATE CHARGE. If any payments are not timely made, Borrower
shall also pay to Bank a late charge equal to 5% of each payment past
due for 10 or more days.


5






Acceptance by Bank of any late payment
without an accompanying late charge shall not be deemed a waiver of Bank’s
right to collect such late charge or to collect a late charge for any
subsequent late payment received.


ATTORNEYS’ FEES AND OTHER COLLECTION COSTS. Borrower shall pay all of Bank’s reasonable
expenses incurred to enforce or collect any of the Obligations 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.


USURY. If at any time the effective interest rate under
this Note would, but for this paragraph, exceed the maximum lawful rate, the
effective interest rate under this Note shall be the maximum lawful rate, and
any amount received by Bank in excess of such rate shall be applied to
principal and then to fees and expenses, or, if no such amounts are owing,
returned to Borrower.


DEFAULT. If any of the following occurs, a default
(“Default”) under this Note shall exist: Nonpayment; Nonperformance. The failure of
timely payment or performance of the Obligations or Default under this Note not
paid within five (5) days of the applicable due date or the failure of timely
performance of any other Obligations under any other Loan Document, not cured
within fifteen (15) days after written notice from Bank to Borrower. Borrower’s right to cure shall be applicable
only to curable defaults and shall not apply, without limitation, to Defaults
based upon False Warranty or Cessation; Bankruptcy or any financial covenant. False Warranty. A warranty or
representation made or deemed made in the Loan Documents or furnished Bank in
connection with the loan evidenced by this Note proves materially false, or if
of a continuing nature, becomes materially false. Cross Default. At Bank’s
option, any default in payment or performance of any obligation under any other
loans, contracts or agreements of Borrower, any Subsidiary or Affiliate of
Borrower, any general partner of or the holder(s) of the majority ownership
interests of Borrower with Bank or its affiliates, (“Affiliate” shall have the
meaning as defined in 11 U.S.C. § 101, except that the term “Borrower” shall be
substituted for the term “Debtor” therein; “Subsidiary” shall mean any business
in which Borrower holds, directly or indirectly, a controlling interest), which
is not cured within the applicable cure period. Cessation. The dissolution
of, termination of existence of, loss of good standing status by, Borrower, its
Subsidiaries or Affiliates, if any (excluding any shareholder of Bluegreen
Corporation), or any party to the Loan Documents. Notwithstanding the
foregoing, it shall not be a Default if any Borrower (other than Bluegreen
Corporation) (i) voluntarily dissolves or merges into, or consolidates with, another
Borrower, (ii) converts into another form of entity, so long as it is
ultimately controlled by Bluegreen Corporation, or (iii) is administratively
dissolved by the jurisdiction of its formation so long as, upon learning of
such dissolution, its existence and good standing in such jurisdiction are
promptly reinstated. Bankruptcy. The dissolution of, termination
of existence of, loss of good standing status by, appointment of a receiver
for, assignment for the benefit of creditors of, or commencement of any
bankruptcy or insolvency proceeding by or against Borrower, its Subsidiaries or
Affiliates, if any (excluding any shareholder of Bluegreen Corporation), or any
party to the Loan Documents. Material Capital Structure or Business Alteration.
Without prior written consent of Bank, (i) the sale of substantially all of the
business or assets of Borrower or a material portion (25% or more) of such
business or assets if such a sale is outside the ordinary course of business of
Borrower or more than 50% of the outstanding stock or voting power of or in any
such entity in a single transaction or a series of transactions, unless such
stock sale is to any existing shareholder owning more than 26% of the stock of
Bluegreen Corporation; or (ii) should any Borrower enter into any merger or
consolidation other than with another Borrower or any of Borrower’s
Subsidiaries or Affiliates or with any existing shareholder owning more than
26% of the stock of Bluegreen Corporation. Material Capital Structure or Business Alteration of
Borrower’s Subsidiaries or Affiliates. Borrower’s failure to provide
Bank with an annual report detailing (in such detail as required by bank) any
of the following transactions: (i) a material alteration in the kind or type of
Borrower’s Subsidiaries’ or Affiliates’ business; (ii) the sale of
substantially all of the business or assets of any of Borrower’s Subsidiaries
or Affiliates, or a material portion (10% or more) of such business or assets
if such a sale is outside the ordinary course of business of Borrower’s
Subsidiaries or Affiliates or any guarantor, or more than 50% of the
outstanding stock or voting power of or in any such entity in a single
transaction or a series of transactions (excluding sales to another Borrower or
any of Borrower’s Subsidiaries or Affiliates or with any existing shareholder
owning more than 26% of the stock of Bluegreen Corporation); (iii) Borrower’s
Subsidiaries’ or Affiliates’ acquisition of 


6






substantially all of the business or assets
or more than 50% of the outstanding
stock or voting power of any other entity (excluding sales to another Borrower
or any of Borrower’s Subsidiaries or Affiliates); or (iv) should any of
Borrower’s Subsidiaries or Affiliates or any guarantor enter into any merger or
consolidation other than with another one of Borrower’s Subsidiaries or
Affiliates or with any existing shareholder owning more than 26% of the stock
of Bluegreen Corporation.


REMEDIES
UPON DEFAULT. If a Default occurs under this Note or
any Loan Documents, not cured within the applicable cure period, Bank may at
any time thereafter, take the following actions: Bank Lien. Foreclose its
security interest or lien against Borrower’s accounts without notice. Acceleration
Upon Default. Accelerate the maturity of this Note and, at Bank’s
option, any or all other Obligations, whereupon this Note and the accelerated
Obligations shall be immediately due and payable. Cumulative. Exercise any
rights and remedies as provided under the Note and other Loan Documents, or as
provided by law or equity.


FINANCIAL AND OTHER INFORMATION. Borrower shall deliver to Bank such information
as Bank may reasonably request from time to time, including without limitation,
financial statements and information pertaining to Borrower’s financial
condition. Such information shall be true, complete, and accurate. 


LINE OF CREDIT ADVANCES. Borrower may borrow, repay and reborrow, and
Bank may advance and readvance under this Note respectively from time to time
until the maturity hereof (each an “Advance” and together the “Advances”), so
long as the total principal balance outstanding under this Note
at any one time does not exceed the principal amount stated on the face of this Note,
subject to the limitations described in the Loan Agreement to which this Note
is subject. Bank’s obligation to make Advances under this Note shall terminate during
any period Borrower is in Default. As of the date of each proposed Advance,
Borrower shall be deemed to represent that each representation made in the Loan
Documents is true as of such date. 


If Borrower subscribes to Bank’s cash
management services and such services are applicable to this line of credit,
the terms of such service shall control the manner in which funds are
transferred between the applicable demand deposit account and the line of
credit for credit or debit to the line of credit.


WAIVERS AND AMENDMENTS. No waivers, amendments or modifications of this
Note and other Loan Documents shall be valid unless in writing and signed by an
officer of Bank and Borrower. No waiver by Bank of any Default shall operate as a waiver of any other Default or
the same Default on a future occasion. Neither the failure nor any delay on the
part of Bank in exercising any right, power, or remedy under this Note and
other Loan Documents shall operate as a waiver thereof, nor shall a single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or remedy.


Except as otherwise provided, each Borrower
liable under this Note 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. Further, each agrees that Bank may extend, or renew
this Note for any period, and grant any releases, compromises or indulgences
with respect to any collateral securing this Note, or with respect to any other
Borrower or any other person liable under this Note or other Loan Documents,
all without notice to or consent of each Borrower or each person who may be
liable under this Note or any other Loan Document and without affecting the
liability of Borrower or any person who may be liable under this Note or any
other Loan Document.


MISCELLANEOUS PROVISIONS. Assignment. This Note and the other Loan Documents shall
inure to the benefit of and be binding upon the parties and their respective
heirs, legal representatives, successors and assigns. Bank’s interests in and
rights under this Note and the other Loan Documents are freely assignable, in
whole or in part, by Bank. In addition, nothing in this Note or any of the
other Loan Documents shall prohibit Bank from pledging or assigning this Note
or any of the other Loan Documents or any interest therein to any Federal Reserve
Bank. Borrower shall not assign its rights and interest hereunder without the
prior written consent of Bank, and any attempt by Borrower to assign without
Bank’s prior written consent is null and void. Any assignment shall not release
Borrower from the 


7






Obligations. Applicable Law; Conflict Between
Documents. This Note and, unless otherwise provided in any other
Loan Document, the other Loan Documents shall be governed by and construed
under the laws of the state named in Bank’s address shown above without regard
to that state’s conflict of laws principles. If the terms of this Note should
conflict with the terms of any loan agreement or any commitment letter that
survives closing, the terms of this Note shall control. Borrower’s Accounts. Except
as prohibited by law, Borrower grants Bank a security interest in all of
Borrower’s accounts with Bank and any of its affiliates. Jurisdiction. Borrower
irrevocably agrees to non-exclusive personal jurisdiction in the state named in
Bank’s address shown above. Severability. If any provision of this Note
or of the other Loan Documents 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 Note or other such document. 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. Plural; Captions. All references in the
Loan Documents to Borrower, guarantor, person, document or other nouns of
reference mean both the singular and plural form, as the case may be, and the
term “person” shall mean any individual, person or entity. The captions
contained in the Loan Documents are inserted for convenience only and shall not
affect the meaning or interpretation of the Loan Documents. Binding
Contract. Borrower by executions of and Bank by acceptance of this
Note agree that each party is bound to all terms and provisions of this Note. Advances.
Bank may, in its sole discretion, make other advances which shall be deemed to
be advances under this Note, even though the stated principal amount of this
Note may be exceeded as a result thereof. Joint and Several Obligations. Each entity
who signs this Note as a Borrower is jointly and severally obligated. Fees and
Taxes. Borrower shall promptly pay all documentary, intangible
recordation and/or similar taxes on this transaction whether assessed at
closing or arising from time to time.


JOINT AND SEVERAL LIABILITY. (a)   As
used in this Section, the term “Borrower” shall mean Bluegreen
Corporation, a Massachusetts corporation, Bluegreen Resorts Management, Inc., a
Delaware corporation, Bluegreen Vacations Unlimited, Inc., a Florida
corporation, Bluegreen Holding Corporation (Texas), a Delaware corporation,
Bluegreen Southwest One, L.P., a Delaware limited partnership, 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, Bluegreen
Communities of Texas, L.P., a Delaware limited partnership, 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
Lakes Realty, Inc., a Texas corporation f/k/a Mountain Lakes Realty, Inc.,
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, 


8






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, and
the term “Borrowers” shall mean any two or more of such Borrowers,
collectively.


          (b)          Each
Borrower agrees that it is jointly and severally liable to Bank for the payment
of all obligations arising under this Note, and that such liability is
independent of the obligations of the other Borrowers. Bank may bring an action
against any Borrower, whether an action is brought against the other Borrowers.


          (c)          Each
Borrower agrees that any release which may be given by Bank to the other
Borrowers or any guarantor will not release such Borrower from its obligations
under this Note.


          (d)          Each
Borrower waives any right to assert against Bank any defense, setoff, counterclaim,
or claim which such Borrower may have against the other Borrowers or any other
party liable to Bank for the obligations of the Borrowers under this Note.


          (e)          Each
Borrower agrees that it is solely responsible for keeping itself informed as to
the financial condition of the other Borrowers and of all circumstances which
bear upon the risk of nonpayment. Each Borrower waives any right it may have to
require Bank to disclose to such Borrower any information which Bank may now or
hereafter acquire concerning the financial condition of the other Borrowers. 


          (f)          Each
Borrower waives all rights to notices of default or nonperformance by any other
Borrower under this Note. Each Borrower further waives all rights to notices of
the existence or the creation of new indebtedness by any other Borrower. 


          (g)          Borrowers
represent and warrant to Bank that each will derive benefit, directly and
indirectly, from the collective administration and availability of the Loan
under this Note. Borrowers agree that Bank will not be required to inquire as
to the disposition by any Borrower of funds disbursed in accordance with the
terms of this Note. 


          (h)          Until
all obligations of Borrowers to Bank under this Note have been paid in full,
each Borrower waives any right of subrogation, reimbursement, indemnification
and contribution (contractual, statutory or otherwise), including without
limitation, any claim or right of subrogation under the Bankruptcy Code (Title
11, United States Code) or any successor statute, which such Borrower may now
or hereafter have against any other Borrower with respect to the indebtedness
incurred under this Note. Each Borrower waives any right to enforce any remedy
which Bank now has or may hereafter have against any other Borrower, and waives
any benefit of, and any right to participate in, any security now or hereafter
held by Bank. 


WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH
OF BORROWERBY
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
NOTE, THE LOAN DOCUMENTS OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN
CONNECTION WITH THIS NOTE, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY WITH
RESPECT HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT TO BANK TO ACCEPT THIS NOTE. 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 NOTE.


[EXECUTIONS AND ACKNOWLEDGMENTS ON THE FOLLOWING
PAGE]


9






          IN WITNESS
WHEREOF, Borrower, jointly and severally, has caused this Note to be executed
under seal on July 30, 2009.


	
 

	
 

	
 


	
 

	
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]


10






	
 

	
 

	
 


	
 

	
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]


11






	
 

	
 

	
 


	
 

	
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]


12






	
 

	
 

	
 


	
 

	
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]


13






	
 

	
 

	
 


	
 

	
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, a Texas corporation f/k/a Mystic Shores Realty, Inc., a
 Texas corporation


	
 

	
 

	
 


	
 

	
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]


14






	
 

	
 

	
 


	
 

	
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]


15






	
 

	
 

	
 


	
 

	
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]


16






	
 

	
 

	
 


	
 

	
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]


17






	
 

	
 


	
State of Florida

	
)


	
 

	
) SS:


	
County of Palm Beach

	
)





The foregoing instrument was acknowledged
before me this ___ day of July, 2009, 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 July, 2009, 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.: ____________________________








	
 

	
 


	
State of Florida

	
)


	
 

	
) SS:


	
County of Palm Beach

	
)





The foregoing instrument was acknowledged before me this ___ day of
July, 2009, 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.: ____________________________





[CONTINUES ON FOLLOWING PAGE]


18






	
 

	
 


	
State of Florida

	
)


	
 

	
) SS:


	
County of Palm Beach

	
)





The foregoing instrument was acknowledged
before me this ___ day of July, 2009, by Anthony M. Puleo, as Vice President,
Treasurer and/or Manager 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.: ____________________________





19