FOURTH MODIFICATION AGREEMENT (AD&C LOAN
AGREEMENT) AND AMENDMENT TO PROJECT LOAN COMMITMENTS


          This Fourth
Modification Agreement (AD&C Loan Agreement) and Amendment to Project Loan
Commitments (this “Amendment”),
dated as of July 1, 2009 (subject to the effectiveness hereof as provided in Paragraph
7 below, the “Effective Date”),
is entered into by and among (i) BLUEGREEN VACATIONS UNLIMITED, INC., a Florida
corporation (“Bluegreen Vacations”),
(ii) BLUEGREEN NEVADA, LLC, a Delaware limited liability
company (“Bluegreen Nevada”)
(collectively, “Borrower”),
(iii) BLUEGREEN CORPORATION, a Massachusetts corporation (“Bluegreen”, and collectively
with
Borrower, the “Borrower Parties”),
and (iv) GMAC COMMERCIAL FINANCE, LLC, a
Delaware limited liability company (“Lender”),
successor by merger to RFC Resort Funding, LLC, a Delaware limited liability company (“RFC Resort Funding”).



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 ONE HUNDRED FIFTY MILLION AND NO/100 DOLLARS ($150,000,000.00),
governed by that certain Loan Agreement, dated as of February 10, 2003, entered
into by and between Borrower and Original Lender, as amended by (i) that
certain Modification Agreement (AD&C Loan Agreement), dated as of September
10, 2003; (ii) that certain Second Modification Agreement (AD&C Loan Agreement),
dated as of September 15, 2004; and (iii) that certain Third Modification
Agreement (AD&C Loan Agreement), dated as of February 15, 2006 (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 February 10, 2003 (as the
same may be amended, restated, or modified from time to time, the “Note”), executed by Borrower, as
maker, payable to Original Lender in the stated principal amount of $150,000,000.00
(all such indebtedness being hereinafter referred to as the “Indebtedness”). 


          B.          Original
Lender previously assigned all right, title and interest in and to (but not the
funding obligations under) the Loan Agreement and all Loan Documents (as
defined in the Loan Agreement, hereinafter collectively, the “Loan Documents”) to RFC Resort
Funding, predecessor by merger to Lender. Original Lender subsequently assigned
all funding obligations under the Loan Agreement to Lender. Lender is the owner
of all right, title and interest in and to the Loan Documents. 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.          In
connection with the Loan Agreement, Borrower and Lender executed that certain
Project Commitment, dated as of April 26, 2007 (as the same may have been
amended, restated, or modified from time to time, the “Fountains Project Commitment”),
with respect to Buildings 8 and 11 (Building 11 is now known as Building 10,
but for purposes of this Amendment, shall be referred to as Building 11) and a
water amenity to be constructed at the timeshare resort known as the Fountains
Resort in Orange County, Florida (the “Fountains
Resort”). The first tranche of the Project Loan Amount (as
defined in the Fountains Project Commitment), to be used toward the
construction and development of said Buildings 8 and 11, was not to exceed
$51,694,755.00 (the “Fountains Resort Buildings
8 and 11 Project Loan”).


          D.          In
connection with the Loan Agreement, Borrower and Lender executed that certain
Project Commitment, dated as of May 18, 2006, as amended by (i) that certain
Amendment No. 1 to Project Commitment, dated as of July 31, 2007, and (ii) that
certain Amendment No. 2 to Project Commitment, dated as of July 30, 2008 (as
the same may have been amended, restated, or modified from time to time, the “Bluegreen Club 36 Project
Commitment”),
with respect to the timeshare resort known as the Bluegreen Club 36 Resort in
Clark County, Nevada (formerly known as McCarran Village) (the “Bluegreen Club 36 Resort”). The
Project Loan Amount (as defined in the Bluegreen Club 36 Project Commitment)
was not to exceed $100,302,174.00 (the “Bluegreen
Club 36 Project Loan”). 


	
 

	
 


	
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          E.          Borrower’s
obligations to Lender under the Note and the Loan Documents are secured by,
among other things:


	
 

	
 


	
 

	
          (i) with
 respect to the Fountains Resort, that certain Mortgage and Financing
 Statement (with Security Agreement and Assignment of Leases, Rents, Sales
 Documents, Sales Proceeds and Agreements), dated as of September 12, 2003
 (the “Fountains Mortgage”),
 filed for record on September 17, 2003, under Clerk’s File No. 20030533398 in
 the Official Public Records of Orange County, Florida, executed by Bluegreen
 Vacations in favor of Original Lender, as amended by (1) that certain Notice of Increase in Secured Amount
 Pursuant to Future Advance Provision and Amendment to Mortgage and Other
 Security Documents, dated as of September 15, 2004, recorded September 17,
 2004, in Official Records Book 7619, Page 4246 of the Official Public Records
 of Orange County, Florida; and (2) that certain Notice of Increase in Secured
 Amount Pursuant to Future Advance Provision and Second Amendment to Mortgage
 and Other Security Documents, dated as of April 26, 2007, filed May 11, 2007,
 under Clerk’s File No. 20070307624, in the Official Public Records of Orange
 County, Florida, granting to Original Lender a first-priority lien on
 the Fountains Resort, 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 Fountains Mortgage was assigned
 from Original Lender to Lender by that certain Assignment of Mortgage, dated
 as of July 31, 2008, filed for record on September 4, 2008, under Clerk’s
 File No. 20080519481 in the Official Public Records of Orange County, Florida. 


	
 

	
 


	
 

	
          (ii) with
 respect to the Bluegreen Club 36 Resort, that certain Deed of Trust, Security Agreement and
 Fixture Filing with Assignment of Leases and Rents, Proceeds and Agreements,
 dated as of May 18, 2006 (the “Bluegreen
 Club 36 Deed of Trust”),
 filed May 19, 2006, under Clerk’s File No. 20060519-0003982 in the Official
 Public Records of Clark County, Nevada, executed by Borrower to First
 American Title Company, as trustee, for the benefit of Lender, as
 amended by (1) that certain Substitution
 of Trustee and Partial Reconveyance of Deed of Trust, dated as of July 25,
 2008, recorded July 30, 2008, under Clerk’s File No. 20080730-0003216 in the
 Official Public Records of Clark County, Nevada; and (2) that certain
 Amendment No. 1 to and Ratification and Assumption of Deed of Trust, Security
 Agreement and Fixture Filing with Assignment of Leases and Rents, Proceeds
 and Agreements, dated as of July 30, 2008, recorded in the Official Public
 Records of Clark County, Nevada, granting to Original Lender a
 first-priority lien on the Bluegreen Club 36 Resort, 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 Bluegreen Club 36 Deed of Trust was assigned
 from Original Lender to Lender by that certain Assignment of Deed of Trust, dated as of July 31,
 2008, filed for record on August 21, 2008, under Clerk’s File No.
 20080821-0004974 in the Official Public Records of Clark County, Nevada. 






          F.          Borrower’s
obligations to Lender under the Note and the Loan Documents are also secured
by, among other things, that certain Guaranty Agreement, dated as of February
10, 2003 (the “Guaranty”),
executed by Bluegreen in favor of Original Lender.  


          G.          Lender
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 Lender 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 June 29, 2009, (i) the
outstanding principal amount of the Fountains Resort Buildings 8 and 11 Project
Loan is $19,314,785.25, (ii) the outstanding principal amount of the Bluegreen
Club 36 Project Loan is $70,820,872.43, exclusive of costs, fees, and other 


	
 

	
 


	
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expenses payable by Borrower under the Loan Agreement, and (iii) 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, 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 Interest Payments.
From and after the Effective Date, Borrower agrees to fund any and all costs of
interest payments under the Loan directly out of its own funds. 


          4.          Extended
Repayment Date and Restructure of Payments
under Bluegreen Club 36 Project Commitment. As of the Effective
Date, the Bluegreen Club 36 Project Commitment shall be amended to provide that
(i) the Project Loan Repayment Date for Bluegreen Club 36 Project Loan, as
defined in the Bluegreen Club 36 Project Commitment, shall be redefined as June
30, 2012; and (ii) the Minimum Required Principal Payments, as defined in the
Bluegreen Club 36 Project Commitment, shall be redefined as follows: 


	
 

	
 

	
 


	
 

	
Borrower is
 required to make the following minimum cumulative principal payments,
 inclusive of all principal payments made to Lender (including its predecessors,
 successors, assigns or affiliates) on the Bluegreen Club 36 Project Loan from
 inception, towards the repayment of the Project Loan at the following times: 

	
 








	
 

	
 

	
 

	
 


	
Date 

	
 

	
Minimum
Cumulative

Principal Reduction 


	


	
 

	



	
 

	
 

	
 

	
 


	
10/31/09

	
 

	
$

	
26,250,000


	
 

	
 

	
 

	
 


	
10/31/10

	
 

	
$

	
42,500,000


	
 

	
 

	
 

	
 


	
10/31/11

	
 

	
$

	
75,000,000


	
 

	
 

	
 

	
 


	
6/30/12
 (Project Loan Repayment Date)

	
 

	
Outstanding
 Loan Balance






          5.          Restructure
of Payments under Fountains Project Commitment. As of the Effective Date, the
Fountains Project Commitment shall be amended to provide that the Minimum
Required Principal Payments – Buildings Tranche, as defined in the Fountains
Project Commitment, for the Fountains Resort Buildings 8 and 11 Project Loan,
shall be redefined as follows:  


	
 

	
 

	
 


	
 

	
Borrower is
 required to make the following minimum cumulative principal payments,
 inclusive of all principal payments made to Lender (including its
 predecessors, successors, assigns or affiliates) on the Fountains Resort
 Buildings 8 and 11 Project Loan from inception, towards the repayment of the
 Project Loan 

	
 








	
 

	
 


	
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– Buildings
 Tranche during the following loan quarters (with each loan quarter ending on
 the anniversary of June 30, 2009): 








	
 

	
 

	
 

	
 


	
Loan Quarter 

	
 

	
Minimum
Cumulative

Principal Reduction 


	


	
 

	



	
 

	
 

	
 

	
 


	
6/30/09

	
 

	
$

	
21,250,000


	
 

	
 

	
 

	
 


	
9/30/09

	
 

	
$

	
25,500,000


	
 

	
 

	
 

	
 


	
12/31/09

	
 

	
$

	
29,750,000


	
 

	
 

	
 

	
 


	
3/31/10

	
 

	
$

	
34,000,000


	
 

	
 

	
 

	
 


	
6/30/10

	
 

	
$

	
38,250,000


	
 

	
 

	
 

	
 


	
9/30/10
 (Project Loan Repayment Date)

	
 

	
Outstanding
 Loan Balance





          6.        Liens
on Additional Collateral.


	
 

	
 


	
 

	
          (a)          Linville
Falls. Contemporaneously with the execution of this Amendment, Bluegreen
Vacations shall execute, acknowledge, and deliver to Lender: (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 “Linville Falls Deed of
Trust”),
granting to Lender a first-priority lien and security interest to secure the
Indebtedness in and to that portion of the real property located in Avery
County, North Carolina more particularly described therein (the “Linville Falls Property”); (ii) the
Assignment of Construction Agreements and Development Items in the form
attached hereto as Schedule 3-A
(the “Linville Falls Assignment”),
granting to Lender a first-priority security interest in certain documents,
agreements and other items relevant to the development of the Linville Falls
Property; and (iii) the Hazardous Substances Remediation and Indemnification
Agreement in the form attached hereto as Schedule
4-A (the “Linville Falls HazMat
Indemnity”), indemnifying Lender with respect to claims and
obligations regarding hazardous materials on, in, or about the Linville Falls
Property.  


	
 

	
 


	
 

	
           (b)          North
Myrtle Beach. Contemporaneously with the execution of this Amendment,
Bluegreen Vacations shall execute, acknowledge, and deliver to Lender: (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 “North Myrtle Beach
Deed of Trust”),
granting to Lender a first-priority lien and security interest to secure the
Indebtedness in and to that portion of the real property located in Horry
County, South Carolina more particularly described therein (the “North Myrtle Beach Property”); (ii) the
Assignment of Construction Agreements and Development Items in the form
attached hereto as Schedule 3-B
(the “North Myrtle Beach Assignment”),
granting to Lender a first-priority security interest in certain documents,
agreements and other items relevant to the development of the North Myrtle
Beach Property; and (iii) the Hazardous Substances Remediation and
Indemnification Agreement in the form attached hereto as Schedule 4-B (the “North Myrtle Beach HazMat
Indemnity”),
indemnifying Lender with respect to claims and obligations regarding
hazardous materials on, in, or about the North Myrtle Beach Property.  





          The
Linville Falls Property and the North Myrtle Beach Property shall be
collectively referred to herein as the “Additional
Resort 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 Lender for each of the Linville Falls Deed of Trust and the North
Myrtle Beach Deed of Trust, in an amount satisfactory to Lender, as well as all
taxes, recording fees, or other assessments payable on account of each of the
Linville Falls Deed of Trust and the North Myrtle Beach Deed of Trust. Lender’s
counsel will hold the Linville Falls Deed of Trust and the North Myrtle Beach  


	
 

	
 


	
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Deed of Trust in escrow until such time as the title commitments for
each of the Linville Falls Project and the North Myrtle Beach Project are
reasonably acceptable to Lender, 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). 


          7.          Sale
of Additional Resort Collateral.
Upon the closing of the sale of any of the Additional Resort Collateral,
whether in whole or in part, Lender 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. Lender 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 Additional Resort Collateral, such approval
not to be unreasonably withheld or delayed. 



          8.          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. 






          9.          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.  






          10.          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, 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. 








	
 

	
 


	
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          (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. 





          11.          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. 





          12.          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
Lender: 


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


                         12.2          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; 


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


	
 

	
 


	
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                    12.4          Lender’s
receipt from Borrower the payment in full of Lender’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; 


                    12.5          Lender’s
receipt from Chicago Title Insurance Company of a commitment to issue lender’s
policies of title insurance in favor of Lender for each of the Linville Falls
Deed of Trust and the North Myrtle Beach Deed of Trust, 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 6
above; provided if such title is not reasonably acceptable to Lender, Borrower
may satisfy such requirement by providing substitute collateral reasonably
acceptable to Lender; and 


                    12.6          Lender’s
receipt of (i) the Note Addendum, (ii) the Linville Falls Deed of Trust, (iii)
the Linville Falls Assignment, (iv) the Linville Falls HazMat Indemnity, (v)
the North Myrtle Beach Deed of Trust, (vi) the North Myrtle Beach Assignment,
and (vii) the North Myrtle Beach HazMat Indemnity, each duly executed and,
where applicable, acknowledged, by all parties thereto; provided if such title
is not reasonably acceptable to Lender, Borrower may satisfy such requirement
by providing substitute collateral reasonably acceptable to Lender. 


          If the
foregoing conditions precedent in Paragraphs 12.1 through 12.6
have not been satisfied, as determined by Lender in its sole discretion, by
5:00 p.m. (Central time) on July 3, 2009 (except for the condition precedent
set forth in Paragraph 12.5, 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 12 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
6 above, or alternate security is provided as set forth in Paragraph
12.5 above. 


          13.          Ratifications,
Representations and Warranties.



              
         13.1          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. 


                  
     13.2          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 Lender 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; 


	
 

	
 


	
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                (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 Lender; 


                      
               (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 Lender 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 Lender or any other person. 


          14.          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). 


          15.          Miscellaneous.




                   
    15.1          Misrepresentation.
The Borrower Parties shall indemnify and hold Lender harmless from and against
any losses, damages, costs and expenses (including reasonable attorneys’ fees)
incurred by Lender 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.  



                   
    15.2          Covenants
and Agreements. The Borrower Parties hereby agree and acknowledge that they are
well and truly indebted to Lender 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.  



                   
    15.3          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  


	
 

	
 


	
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those exceptions approved by Lender in writing and as otherwise
permitted under the Loan Agreement or the Loan Documents. 


                    15.4          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. Lender 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. 


                    15.5          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 Lender or any subsequent event shall affect the
representations and warranties or the right of Lender to rely upon them. 


                    15.6          Expenses.
The Borrower Parties agree to
pay the costs and expenses incurred by Lender 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 Lender’s legal counsel, consulting fees, and
appraisal fees. 


                    15.7          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. 


                    15.8          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. 


                    15.9          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. 


                    15.10        No
Commitment. The Borrower Parties
agree that Lender 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, further agreement to forbear or other agreement on the
part of Lender unless such commitment or agreement is in writing and signed by
Lender. 


                    15.11        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. 


                    15.12        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. 


                    15.13        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 ARIZONA APPLICABLE TO AN AGREEMENT EXECUTED, DELIVERED AND PERFORMED
THEREIN, 


	
 

	
 


	
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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. 


                    15.14        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 LENDER 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 LENDER TO EXERCISE ANY RIGHT, PRIVILEGE OR
REMEDY SHALL NOT DIRECTLY OR INDIRECTLY IN ANY WAY WHATSOEVER EITHER: (a)
IMPAIR, PREJUDICE, OR OTHERWISE ADVERSELY AFFECT LENDER’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 LENDER UNDER THE LOAN AGREEMENT OR THE LOAN DOCUMENTS. 


                    15.15          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 LENDER
IN THE NEGOTIATION, ADMINISTRATION OR ENFORCEMENT THEREOF. 


                    15.16          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. 


                    15.17          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 LENDER, 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 LENDER, 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 


	
 

	
 


	
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DATE, WHICH SUCH RELEASING PARTY MAY NOW OR HEREAFTER HAVE AGAINST
LENDER, 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 LENDER, ORIGINAL LENDER, AND THEIR RESPECTIVE AFFILIATES,
PARTICIPANTS, MEMBERS, PARTNERS, AGENTS, ATTORNEYS, OFFICERS, DIRECTORS,
EMPLOYEES, SUCCESSORS, ASSIGNS, AND PREDECESSORS ARISING OUT OF OR RELATED TO
LENDER’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 LENDER, WHICH INDEBTEDNESS WAS EVIDENCED BY THE LOAN AGREEMENT AND
THE LOAN DOCUMENTS. 


                    15.18          Bluegreen/Big
Cedar Vacations, LLC (Table Rock Project
Loan). Lender hereby acknowledges and agrees that Bluegreen/Big
Cedar Vacations, LLC is no longer a Borrower under the Loan Agreement, all of
Bluegreen/Big Cedar Vacations, LLC’s obligations under the Loan Agreement have
been performed, and Bluegreen/Big Cedar Vacations, LLC has no further
obligations or liabilities thereunder. 


                   
 15.19          Agreement
Binding on Each of the Borrower Parties and
Lender. Each of the Borrower Parties and Lender agree that this
Amendment will be binding on the Borrower Parties and Lender 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 Lender. 


[SIGNATURE PAGES FOLLOW.]


	
 

	
 


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


	
 

	
 

	
 


	
 

	
BORROWER:  


	
 

	
 

	
 


	
 

	
BLUEGREEN VACATIONS UNLIMITED, INC.,


	
 

	
a Florida
 corporation


	
 

	
 

	
 


	
 

	
By:

	




	
 

	
Name: Anthony M.
 Puleo


	
 

	
Title:   Vice
 President and Treasurer 


	
 

	
 

	
 


	
 

	
BLUEGREEN NEVADA, LLC,


	
 

	
a Delaware 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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LENDER:  


	
 

	
 


	
 

	
GMAC COMMERCIAL FINANCE, LLC,


	
 

	
a Delaware
 limited liability company


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	



	
 

	
Name:

	
 


	
 

	
 

	



	
 

	
Title:

	
 


	
 

	
 

	









	
 

	
 


	
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SCHEDULE 1-A


FORM OF LINVILLE FALLS DEED OF
TRUST


[[[TO BE INSERTED]]]


	
 

	
 


	
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SCHEDULE 1-B  


FORM OF NORTH MYRTLE BEACH
DEED OF TRUST


[[[TO BE INSERTED]]]


	
 

	
 


	
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SCHEDULE 2-A


FORM OF LINVILLE FALLS
ASSIGNMENT


[[[TO BE INSERTED]]]


	
 

	
 


	
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SCHEDULE 2-B


FORM OF NORTH MYRTLE BEACH
ASSIGNMENT


[[[TO BE INSERTED]]]


	
 

	
 


	
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SCHEDULE 3-A


FORM OF LINVILLE FALLS
HAZMAT INDEMNITY


[[[TO BE INSERTED]]]


	
 

	
 


	
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SCHEDULE 3-B


FORM OF NORTH MYRTLE BEACH
HAZMAT INDEMNITY


[[[TO BE INSERTED]]]


	
 

	
 


	
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