EXHIBIT 10.7

                            as of September 29, 2005

BXG Receivables Note Trust 2001-A
c/o Wilmington Trust Company
Rodney Square North
1100 N. Market Street
Wilmington, DE  19890

            Re:   Asset Backed Notes, Series 2001-A

Ladies and Gentlemen:

            Reference  is made to (i) that  certain  Amended and  Restated  Note
Purchase Agreement (the "Note Purchase Agreement"),  dated as of April 17, 2002,
by and among BXG  Receivables  Note  Trust  2001-A,  as Issuer  (the  "Issuer"),
Bluegreen  Receivables  Finance  Corporation V, as Depositor (the  "Depositor"),
Bluegreen  Corporation,  as Seller and Servicer  ("Bluegreen"),  the  Purchasers
party  thereto  and the  undersigned  Resort  Finance LLC (as  successor  to ING
Capital LLC),  as Agent  ("RFL"),  relating to your Asset Backed  Notes,  Series
2001-A,  (ii) that certain  Amended and Restated  Indenture  (the  "Indenture"),
dated as of April 17,  2002,  by and among the  Issuer  and U.S.  Bank  National
Association  (formerly  known  as U.S.  Bank  Trust  National  Association),  as
Indenture  Trustee (the "Indenture  Trustee"),  and (iii) that certain extension
letter,  dated as of September 30, 2004 (the "September  Extension Letter"),  by
and among RFL, the Issuer,  Bluegreen and the Depositor.  Capitalized terms used
herein and not  defined  shall have the  meanings  ascribed  to them in the Note
Purchase Agreement, the Indenture or the Amended and Restated Sale and Servicing
Agreement (the "Sale and Servicing  Agreement"),  dated as of April 17, 2002, by
and among the Depositor, the Issuer,  Bluegreen,  Concord Servicing Corporation,
as Backup Servicer and the Indenture Trustee, as applicable.

            1.  You are  hereby  notified  that,  notwithstanding  the  terms of
Section  2.2(d)  of the Note  Purchase  Agreement  and the  September  Extension
Letter,  each  Purchaser  has  agreed and by  execution  hereof,  confirms  such
agreement,  to extend the Commitment  Expiration Date from September 29, 2005 to
December 29, 2005.

            2. Other than as specified in the paragraphs  above, all other terms
of the Note  Purchase  Agreement,  the  September  Extension  Letter  and  other
Transaction Documents shall continue in full force and effect.

            3. This letter  agreement shall be governed by the laws of the State
of New York.

<PAGE>

            Please  signify your agreement to and acceptance of the foregoing by
executing this letter agreement in the space provided below.

                                         Very truly yours,

                                         RESORT FINANCE LLC,
                                         as Agent and Purchaser

                                         By:
                                             -----------------------------------
                                             Name:
                                             Title:

Agreed to and accepted as of the date first above written:

BXG RECEIVABLES NOTE TRUST 2001-A

By:  Wilmington Trust Company,
     not in its individual capacity, but solely as Owner Trustee


     By:
         -------------------------------
         Name:
         Title:


BLUEGREEN CORPORATION, as Seller and Servicer


By:
      -------------------------------
      Name:
      Title:

BLUEGREEN RECEIVABLES FINANCE CORPORATION V, as Depositor


By:
      -------------------------------
      Name:
      Title:

cc:   U.S. Bank Trust National Association


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