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Purchase Agreement - BLUEGREEN CORP - 5-15-2003

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Purchase Agreement - BLUEGREEN CORP - 5-15-2003 Powered By Docstoc
					Exhibit 10.115 as of April 1, 2003 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 the date hereof, 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 ING Capital LLC ("ING"), as Agent, relating to your Asset Backed Notes, Series 2001-A, and (ii) that certain Fee Letter (the "Fee Letter"), dated as of April 17, 2002 by ING to the Issuer and Bluegreen. Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Note Purchase Agreement, the Fee Letter 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, the Depositor, Bluegreen, Concord Servicing Corporation, as Backup Servicer and U.S. Bank National Association (formerly known as U.S. Bank Trust National Association), as Indenture Trustee and Custodian. 1. Pursuant to Section 2.2(d) of the Note Purchase Agreement, you are hereby notified that each Purchaser has agreed and by execution hereof, confirms such agreement, to extend the Commitment Expiration Date from April 16, 2003 to July 23, 2003. 2. The "Utilization Fee" in the Fee Letter is hereby amended and restated to read as follows: "Utilization Fee. A utilization fee (the "Utilization Fee") shall be payable on each Payment Date, in an amount equal to the product of (i) the product of (A) a fraction, the numerator of which is 1.25% and the denominator of which is 360 and (B) the number of days elapsed in the Collection Period immediately preceding such Payment Date and (ii) the average daily Note Principal Balance for the immediately preceding Collection Period. The Utilization Fee shall be paid pursuant to Section 3.2 of the Sale and Servicing Agreement."

3. Other than as specified in paragraphs 1 and 2 above, all other terms of the Note Purchase Agreement and Fee Letter shall continue in full force and effect. Please signify your agreement to and acceptance of the foregoing by executing this letter agreement in the space provided below. Very truly yours, ING CAPITAL LLC, as Agent and Purchaser
By: /S/ANDREW YUDER ----------------------Name: Andrew Yuder Title: Managing Director

3. Other than as specified in paragraphs 1 and 2 above, all other terms of the Note Purchase Agreement and Fee Letter shall continue in full force and effect. Please signify your agreement to and acceptance of the foregoing by executing this letter agreement in the space provided below. Very truly yours, ING CAPITAL LLC, as Agent and Purchaser
By: /S/ANDREW YUDER ----------------------Name: Andrew Yuder Title: Managing Director

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: /S/ JEANNE M. OLLER -------------------------------------------Name: Jeanne M. Oller Title: Financial Services Officer

BLUEGREEN CORPORATION, as Seller and Servicer
By: /S/ JOHN F. CHISTE -----------------Name: John F. Chiste Title: Senior Vice President, Treasurer and Chief Financial Officer

Bluegreen Receivables Finance Corporation V, as Depositor
By: /S/ JOHN F. CHISTE -----------------Name: John F. Chiste Title: Vice President

cc: U.S. Bank Trust National Association 2

EXHIBIT 10.129 AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT FACILITY AGREEMENT THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT FACILITY

EXHIBIT 10.129 AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT FACILITY AGREEMENT THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT FACILITY AGREEMENT is made and entered into as of this 21st day of January, 2003 by and among FINOVA Capital Corporation, a Delaware corporation ("Lender"), Bluegreen Corporation, a Massachusetts corporation ("Parent"), Bluegreen Southwest One, L.P., a Delaware limited partnership ("Bluegreen One") and Bluegreen Southwest Land, Inc., a Delaware corporation ("Bluegreen Land"). (Parent, Bluegreen One and Bluegreen Land are sometimes collectively referred to as the "Obligors" and individually as an "Obligor"). RECITALS A. Lender and Parent are parties to a Second Amended and Restated Credit Facility Agreement dated as of September 14, 1999 (the "Credit Facility Agreement"). B. Bluegreen One obtained various loans from the Lender pursuant to the Credit Facility Agreement and such loans were guaranteed by Parent and Bluegreen Land. One or more of the loans (hereinafter the "BSO Loans") made to Bluegreen One are presently outstanding. C. The Credit Facility Agreement contemplates that the proceeds of the Loan may be available for use by a Subsidiary of Parent. Bluegreen Vacations Unlimited, Inc., a Florida corporation ("BVU") is a Subsidiary of Bluegreen and desires to use a portion of the proceeds of the Loan for the purposes of enabling BVU to purchase certain timeshare inventory from Casa del Mar Joint Venture (the "CDM Acquisition"). As a result thereof, the Credit Facility Agreement must be amended in certain respects. NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Definitions. Unless otherwise defined herein, all capitalized terms used herein shall have the same meaning as set forth in the Credit Facility Agreement, the specific provisions of which are incorporated herein by reference as if fully set forth herein. However, notwithstanding the foregoing, the following term shall have meaning set forth below and notwithstanding any contrary definition contained in the Credit Facility Agreement: 1.1 "Loan Collateral": With respect to a Loan, the Real Property which is the subject of such Loan, the Personal Property related thereto,

and the other property now or hereafter as security for the Performance of the Loan Obligations. 1.2 "Maximum Credit Facility Amount": Thirty Five Million Dollars ($35,000,000). 2. Amendments. 2.1 Borrowing Term. Although the Borrowing Term expired on March 31, 2002, the Borrowing Term shall be opened up through January 28, 2003 for the limited purpose of permitting BVU to obtain one advance of the Loan for the purposes of financing the CDM Acquisition. For all other purposes, the Borrowing Term expired on March 31, 2002. 2.2 Notices: Section 8.5 of the Credit Facility Agreement shall be amended to provide that all notices sent to Lender shall be sent to Lender at the following address: FINOVA Capital Corporation 4800 North Scottsdale Road Scottsdale, Arizona 85251 Attention: Vice President Resort Finance Telecopy: 480-636-6418

and the other property now or hereafter as security for the Performance of the Loan Obligations. 1.2 "Maximum Credit Facility Amount": Thirty Five Million Dollars ($35,000,000). 2. Amendments. 2.1 Borrowing Term. Although the Borrowing Term expired on March 31, 2002, the Borrowing Term shall be opened up through January 28, 2003 for the limited purpose of permitting BVU to obtain one advance of the Loan for the purposes of financing the CDM Acquisition. For all other purposes, the Borrowing Term expired on March 31, 2002. 2.2 Notices: Section 8.5 of the Credit Facility Agreement shall be amended to provide that all notices sent to Lender shall be sent to Lender at the following address: FINOVA Capital Corporation 4800 North Scottsdale Road Scottsdale, Arizona 85251 Attention: Vice President Resort Finance Telecopy: 480-636-6418 Section 8.5 of the Credit Facility Agreement shall be further amended to provide that all notices sent to Parent for any Borrower shall be sent to such at the following address: Bluegreen Corporation 4960 Conference Way North Suite 100 Boca Raton, Florida 33431 Attention: Randi S. Tompkins, Esq. Director, Corporate Legal Affairs Telecopy: 561-912-8299 (provided that notice to any Borrower which is a subsidiary shall be addressed to it c/o Parent) 2.3 Effect as an Amendment. Other than as specifically set forth in this Amendment No. 1, the remaining terms of the Credit Facility Agreement and the other Loan Documents shall remain in full force and effect and shall remain unaffected and unchanged except as specifically amended hereby. In the event of any conflict between the terms and conditions of this Amendment No. 1 and any of the other Loan Documents, the provisions of this Amendment No. 1 shall control. Each reference in the Credit Facility Agreement to "this Agreement" shall be deemed to refer to the Credit Facility Agreement as

amended through and including this Amendment No. 1, and each reference in any other Loan Document to the Credit Facility Agreement shall mean the Credit Facility Agreement as amended through and including this Amendment No. 1. 3. Miscellaneous. 3.1 No Waiver. This Amendment No. 1 in no way acts as a waiver by Lender of any breach, default, Event of Default or Incipient Default (whether known or unknown to Lender) or as a release or relinquishment of any of the liens, security interests, rights or remedies securing payment and performance of the Loan Obligations or the enforcement thereof. Nothing contained in this Amendment No. 1 is intended to or shall be construed as relieving any person or entity, whether a party to this Amendment No. 1 or not, of any of such person's or entity's obligations to Lender. 3.2 Confirmation of Security Interests. Obligors hereby confirm and agree that Lender's security interest in all the Loan Collateral owned by Obligors or otherwise previously pledged to Lender shall continue to secure the payment of any and all amounts due Lender and the Performance of any and all of Loan Obligations owed to Lender pursuant to the Credit Facility Agreement and any of the Loan Documents, as the same have been or may be amended from time to time. 3.3 Representations, Acknowledgments, and Agreements of Obligors. As material inducements to Lender to enter into this First Amendment, and acknowledging Lender's reliance upon the truth and accuracy thereof,

amended through and including this Amendment No. 1, and each reference in any other Loan Document to the Credit Facility Agreement shall mean the Credit Facility Agreement as amended through and including this Amendment No. 1. 3. Miscellaneous. 3.1 No Waiver. This Amendment No. 1 in no way acts as a waiver by Lender of any breach, default, Event of Default or Incipient Default (whether known or unknown to Lender) or as a release or relinquishment of any of the liens, security interests, rights or remedies securing payment and performance of the Loan Obligations or the enforcement thereof. Nothing contained in this Amendment No. 1 is intended to or shall be construed as relieving any person or entity, whether a party to this Amendment No. 1 or not, of any of such person's or entity's obligations to Lender. 3.2 Confirmation of Security Interests. Obligors hereby confirm and agree that Lender's security interest in all the Loan Collateral owned by Obligors or otherwise previously pledged to Lender shall continue to secure the payment of any and all amounts due Lender and the Performance of any and all of Loan Obligations owed to Lender pursuant to the Credit Facility Agreement and any of the Loan Documents, as the same have been or may be amended from time to time. 3.3 Representations, Acknowledgments, and Agreements of Obligors. As material inducements to Lender to enter into this First Amendment, and acknowledging Lender's reliance upon the truth and accuracy thereof, Obligors warrant and represent that: 3.3.1 The recitals set forth above are true and correct. 3.3.2 The BSO Loan is just and owing. 3.3.3 The obligation of Bluegreen One to repay the BSO Loan, together the obligations of Parent and Bluegreen Land to guaranty the BSO Loan, is absolute and unconditional, and there exists no right of set-off or recoupment, counterclaim or defense of any nature whatsoever to payment and Performance of the Loan Obligations arising out of the BSO Loan. 3.3.4 As of the date hereof, no Obligor is the subject of a pending bankruptcy proceeding, and Obligors are not aware of any threatened bankruptcy proceeding against them, nor are they presently contemplating filing such a proceeding. 3.3.5 There are no proceedings pending, threatened against, or affecting any Obligor in any court, before any governmental

authority, or arbitration board or tribunal which may now or in the future materially adversely affect any Obligor, except as have previously been disclosed to Lender in writing in accordance with the Loan Documents. 3.3.6 All of the representations and warranties of the Obligors contained in the Credit Facility Agreement and the other Loan Documents (as the same may have been modified or supplemented by, and giving effect to, the reports and disclosures provided to Lender by Obligors subsequent to the date of the Credit Facility Agreement), are true and correct, in all material respects, as of the date hereof and, as so modified or supplemented, are hereby reaffirmed and ratified. 3.3.7 This Amendment No. 1 and the documents and instruments executed in connection herewith have been authorized by all necessary action and, when executed, will be the legal, valid and binding obligations of the Obligors, enforceable against the Obligors in accordance their respective terms. 3.3.8 Obligor's execution, delivery and performance of this Amendment No. 1 do not and will not (i) violate any law, rule, regulation or court order to which any Obligor is subject; (ii) conflict with or result in a breach of any Obligor's organizational documents or any agreement or instrument to which any Obligor is party or by which it or its properties are bound, or (iii) result in the creation or imposition of any lien, security interest or encumbrance

authority, or arbitration board or tribunal which may now or in the future materially adversely affect any Obligor, except as have previously been disclosed to Lender in writing in accordance with the Loan Documents. 3.3.6 All of the representations and warranties of the Obligors contained in the Credit Facility Agreement and the other Loan Documents (as the same may have been modified or supplemented by, and giving effect to, the reports and disclosures provided to Lender by Obligors subsequent to the date of the Credit Facility Agreement), are true and correct, in all material respects, as of the date hereof and, as so modified or supplemented, are hereby reaffirmed and ratified. 3.3.7 This Amendment No. 1 and the documents and instruments executed in connection herewith have been authorized by all necessary action and, when executed, will be the legal, valid and binding obligations of the Obligors, enforceable against the Obligors in accordance their respective terms. 3.3.8 Obligor's execution, delivery and performance of this Amendment No. 1 do not and will not (i) violate any law, rule, regulation or court order to which any Obligor is subject; (ii) conflict with or result in a breach of any Obligor's organizational documents or any agreement or instrument to which any Obligor is party or by which it or its properties are bound, or (iii) result in the creation or imposition of any lien, security interest or encumbrance on any property of an Obligor, whether now owned or hereafter acquired, other than liens in favor of Lender. 3.3.9 Obligors acknowledge that they have consulted with counsel and with such other experts and advisors as it has deemed necessary in connection with the negotiation, execution and delivery of this First Amendment. This Amendment No. 1 shall be construed without regard to any presumption or rule requiring that it be construed against the party causing this Amendment No. 1 or any part hereof to be drafted. 4. Release of all Claims. Obligors hereby release, remise, acquit and forever discharge Lender and Lender's employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, successors and assigns, subsidiary corporations, parent corporations, and related corporate divisions (all of the foregoing hereinafter called the "Released Parties"), from any and all actions and causes of action, judgments, executions, suits, debts, claims, demands, liabilities, obligations, damages and expenses of any and every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, whether heretofore or hereafter arising, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date and execution hereof, and in any way directly or indirectly arising out of or in any way connected to this Amendment No. 1, the Credit Facility Agreement and the other Loan Documents (all of the foregoing hereinafter called the "Released Matters"); provided, however, that the foregoing release shall not apply to discharge Lender from any obligations which are expressly imposed upon Lender pursuant to the terms of this

Amendment No. 1, the Credit Facility Agreement, or any of the other Loan Documents, as modified through the date hereof. Obligors acknowledge that the agreements in this paragraph are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Matters. Obligors represent and warrant to Lender that they have not purported to transfer, assign or otherwise convey any right, title or interest of Obligors in any Released Matter to any other person or entity and that the foregoing constitutes a full and complete release of all Released Matters. 5. Payment of Costs and Expenses. Obligors agree to pay to Lender at closing all costs and expenses, including but not limited to reasonable attorneys' fees and recording costs, incurred by Lender in connection with the preparation and execution of this Amendment No. 1, the agreements pertaining to the Loan to be made to BVU and the documents prepared or executed in connection herewith or thereafter. 6. CHOICE OF LAW. THIS AMENDMENT NO. 1 AND ANY DOCUMENTS EXECUTED PURSUANT HERETO, SHALL BE PERFORMED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ARIZONA. 7. Entire Agreement. The Loan Documents as modified by this Amendment No. 1 and the documents executed pursuant hereto embody the entire agreement and understanding between Obligors and Lender, and supersede all prior agreements and understandings between said parties relating to the subject matter thereof. The parties each

Amendment No. 1, the Credit Facility Agreement, or any of the other Loan Documents, as modified through the date hereof. Obligors acknowledge that the agreements in this paragraph are intended to be in full satisfaction of all or any alleged injuries or damages arising in connection with the Released Matters. Obligors represent and warrant to Lender that they have not purported to transfer, assign or otherwise convey any right, title or interest of Obligors in any Released Matter to any other person or entity and that the foregoing constitutes a full and complete release of all Released Matters. 5. Payment of Costs and Expenses. Obligors agree to pay to Lender at closing all costs and expenses, including but not limited to reasonable attorneys' fees and recording costs, incurred by Lender in connection with the preparation and execution of this Amendment No. 1, the agreements pertaining to the Loan to be made to BVU and the documents prepared or executed in connection herewith or thereafter. 6. CHOICE OF LAW. THIS AMENDMENT NO. 1 AND ANY DOCUMENTS EXECUTED PURSUANT HERETO, SHALL BE PERFORMED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ARIZONA. 7. Entire Agreement. The Loan Documents as modified by this Amendment No. 1 and the documents executed pursuant hereto embody the entire agreement and understanding between Obligors and Lender, and supersede all prior agreements and understandings between said parties relating to the subject matter thereof. The parties each warrant to the other that no promise, inducement, representation, or agreement that has not been expressed herein or is not otherwise set forth in the Loan Documents has been made to them in connection with the deliberations or negotiations leading up to the execution of this Amendment No. 1. 8. Headings. The headings used in this Amendment No. 1 are used solely for convenience of reference, and do not constitute substantive provisions to be considered in construing the terms hereof. 9. Counterparts; Telecopy Execution. This Amendment No. 1 may be executed in any number of separate counterparts, each of which, when taken together, shall constitute one and the same agreement, admissible into evidence, notwithstanding the fact that all parties have not signed the same counterpart. Delivery of an executed counterpart of this Amendment No. 1 by telefacsimile shall be equally as effective as delivery of a manually executed counterpart of this Amendment No. 1. Any party delivering an executed counterpart of this Amendment No. 1 by telefacsimile shall also deliver a manually executed counterpart of this Amendment No. 1, but the failure to deliver a manually executed counterpart shall not affect the validity, enforceability, and binding effect of this Amendment No. 1.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, these presents are executed as of the date first indicated above. FINOVA Capital Corporation, a Delaware corporation
By: /s/ Gayle R. Mckenzie ---------------------------------------Name: Gayle R. Mckenzie --------------------------------------Title: Vice President --------------------------------------

Bluegreen Corporation, a Massachusetts corporation
By: /s/ John F. Chiste ---------------------------------------Name: John F. Chiste --------------------------------------

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, these presents are executed as of the date first indicated above. FINOVA Capital Corporation, a Delaware corporation
By: /s/ Gayle R. Mckenzie ---------------------------------------Name: Gayle R. Mckenzie --------------------------------------Title: Vice President --------------------------------------

Bluegreen Corporation, a Massachusetts corporation
By: /s/ John F. Chiste ---------------------------------------Name: John F. Chiste -------------------------------------Title: Treasurer --------------------------------------

Bluegreen Southwest One, L.P., a Delaware limited partnership By: Bluegreen Southwest Land, Inc., a Delaware corporation, its general partner
By: /s/ John F. Chiste ------------------------------------Name: John F. Chiste ----------------------------------Title: Treasurer ----------------------------------

Bluegreen Southwest Land, Inc., a Delaware corporation
By: /s/ John F. Chiste ---------------------------------------Name: John F. Chiste -------------------------------------Title: Treasurer --------------------------------------

EXHIBIT 10.130 Promissory Note U.S. 4,756,354.00 January 21, 2003 FOR VALUE RECEIVED, the undersigned BLUEGREEN VACATIONS UNLIMITED, INC., a Florida corporation ("Maker"), promises to pay to FINOVA CAPITAL CORPORATION, a Delaware corporation ("Lender"), or order, at its principal offices in 4800 North Scottsdale Road, Scottsdale, Arizona 85251, or at such other place as the holder of this Note ("Holder") may from time to time designate in writing, in lawfully

IN WITNESS WHEREOF, these presents are executed as of the date first indicated above. FINOVA Capital Corporation, a Delaware corporation
By: /s/ Gayle R. Mckenzie ---------------------------------------Name: Gayle R. Mckenzie --------------------------------------Title: Vice President --------------------------------------

Bluegreen Corporation, a Massachusetts corporation
By: /s/ John F. Chiste ---------------------------------------Name: John F. Chiste -------------------------------------Title: Treasurer --------------------------------------

Bluegreen Southwest One, L.P., a Delaware limited partnership By: Bluegreen Southwest Land, Inc., a Delaware corporation, its general partner
By: /s/ John F. Chiste ------------------------------------Name: John F. Chiste ----------------------------------Title: Treasurer ----------------------------------

Bluegreen Southwest Land, Inc., a Delaware corporation
By: /s/ John F. Chiste ---------------------------------------Name: John F. Chiste -------------------------------------Title: Treasurer --------------------------------------

EXHIBIT 10.130 Promissory Note U.S. 4,756,354.00 January 21, 2003 FOR VALUE RECEIVED, the undersigned BLUEGREEN VACATIONS UNLIMITED, INC., a Florida corporation ("Maker"), promises to pay to FINOVA CAPITAL CORPORATION, a Delaware corporation ("Lender"), or order, at its principal offices in 4800 North Scottsdale Road, Scottsdale, Arizona 85251, or at such other place as the holder of this Note ("Holder") may from time to time designate in writing, in lawfully money of the United States of America, the principal sum of Four Million Seven Hundred Fifty Six Thousand Three Hundred Fifty Four Dollars ($4,756,354.00) or so much thereof as has been disbursed and not repaid, together with interest on the unpaid principal balance from time to time outstanding from the date of disbursement thereof until paid, as more fully provided for below. All payments hereunder shall be made in immediately

EXHIBIT 10.130 Promissory Note U.S. 4,756,354.00 January 21, 2003 FOR VALUE RECEIVED, the undersigned BLUEGREEN VACATIONS UNLIMITED, INC., a Florida corporation ("Maker"), promises to pay to FINOVA CAPITAL CORPORATION, a Delaware corporation ("Lender"), or order, at its principal offices in 4800 North Scottsdale Road, Scottsdale, Arizona 85251, or at such other place as the holder of this Note ("Holder") may from time to time designate in writing, in lawfully money of the United States of America, the principal sum of Four Million Seven Hundred Fifty Six Thousand Three Hundred Fifty Four Dollars ($4,756,354.00) or so much thereof as has been disbursed and not repaid, together with interest on the unpaid principal balance from time to time outstanding from the date of disbursement thereof until paid, as more fully provided for below. All payments hereunder shall be made in immediately available funds in lawful monies of the United States of America. This Note is executed pursuant to that Second Amended and Restated Credit Facility Agreement dated as of September 14, 1999, between Bluegreen Corporation, a Massachusetts corporation, and Lender (as from time to time renewed, amended, restated or replaced, the "Credit Agreement") as supplemented by that Certificate and Agreement of Subsidiary Borrower (Basic) dated as of January 21, 2003 from Maker in favor of Lender (the "Certificate" and together with the Credit Agreement, collectively the "Credit Facility Agreement"). Capitalized terms not otherwise defined herein shall have the meaning given them in the Credit Facility Agreement. This Note evidences a loan in a principal amount not to exceed the face amount of this Note and made to Maker pursuant to the Credit Facility Agreement ("Loan"). Except as otherwise provided herein, interest ("Basic Interest") shall accrue on the unpaid principal balance of this Note from time to time outstanding at a variable interest rate per annum ("Basic Interest Rate") equal to the greater of (i) seven percent (7%) or (ii) the Reference Rate (as hereinafter defined) on the date of the initial advance of the Loan plus two percent (2%), which rate shall be adjusted once each month on each Interest Rate Change Date (as hereinafter defined) based upon the Reference Rate in effect on such Interest Rate Change Date. The term "Reference Rate" means the per annum rate of interest publicly announced, from time to time, by Citibank, N.A., New York, New York ("Citibank"), as the base (or equivalent) rate of interest charged by Citibank to its largest and most creditworthy commercial borrowers notwithstanding the fact that some borrowers of Citibank may borrow from Citibank at rates less than the announced base rate, or if Citibank ceases to publish its base rate, then such other published rate as Holder shall deem comparable. The term "Interest Rate Change Date" means the first business day of

the publisher of the Reference Rate during each calendar month following the date of the initial advance of the Loan. Basic Interest shall be calculated on the basis of the actual number of days elapsed during the period for which interest is being charged predicated on a year consisting of three hundred sixty (360) days. Payments of principal, interest and any other amounts due and payable hereunder shall, at the option of Holder, earn interest after they are due at a rate ("Default Rate") equal to (a) two percent (2%) above the Basic Interest Rate or (b) the maximum contract rate permitted under the Applicable Usury Law (as hereinafter defined), whichever of (a) or (b) is lesser. At the option of Holder, while an Event of Default [as defined in the Security Document (hereinafter defined)] exists, and in all events after an acceleration of this Note by Holder, Basic Interest shall accrue on the entire outstanding principal balance of this Note at the Default Rate. The contracted for rate of interest of the Loan contemplated hereby, without limitation, shall consist of the following (unless such item is not required to be included in calculating whether the rate of interest contracted for, charged or received exceeded the maximum rate of interest permissible under the Applicable Usury Law): (i) the Basic Interest Rate, calculated and applied to the principal balance of this Note in accordance with the provisions hereof; (ii) the Default Rate, calculated and applied to the principal balance of this Note in accordance with the provisions hereof; (iii) the late charge calculated and applied to an overdue payment in accordance with the

the publisher of the Reference Rate during each calendar month following the date of the initial advance of the Loan. Basic Interest shall be calculated on the basis of the actual number of days elapsed during the period for which interest is being charged predicated on a year consisting of three hundred sixty (360) days. Payments of principal, interest and any other amounts due and payable hereunder shall, at the option of Holder, earn interest after they are due at a rate ("Default Rate") equal to (a) two percent (2%) above the Basic Interest Rate or (b) the maximum contract rate permitted under the Applicable Usury Law (as hereinafter defined), whichever of (a) or (b) is lesser. At the option of Holder, while an Event of Default [as defined in the Security Document (hereinafter defined)] exists, and in all events after an acceleration of this Note by Holder, Basic Interest shall accrue on the entire outstanding principal balance of this Note at the Default Rate. The contracted for rate of interest of the Loan contemplated hereby, without limitation, shall consist of the following (unless such item is not required to be included in calculating whether the rate of interest contracted for, charged or received exceeded the maximum rate of interest permissible under the Applicable Usury Law): (i) the Basic Interest Rate, calculated and applied to the principal balance of this Note in accordance with the provisions hereof; (ii) the Default Rate, calculated and applied to the principal balance of this Note in accordance with the provisions hereof; (iii) the late charge calculated and applied to an overdue payment in accordance with the provisions hereof; (iv) the fees payable pursuant to the Credit Facility Agreement in connection with the Loan; and (v) all Additional Sums (as hereinafter defined), if any. Maker agrees to pay an effective contracted for rate of interest which is the sum of the above-referenced elements but in no event to exceed the maximum contract rate permitted under the Applicable Usury Law (as defined below). All fees, charges, goods, things in action or any other sums or things of value, other than amounts described in (i), (ii), (iii) and (iv) of the first sentence of this paragraph, to be paid by or on behalf of Maker or received by Holder pursuant to the Credit Facility Agreement, this Note, the other Loan Documents (as defined in the Credit Facility Agreement) or any other documents or instruments in any way pertaining to the Loan transaction, or otherwise with respect to the Loan transaction, that under any applicable law may be deemed to be interest with respect to the Loan transaction, for the purpose of any applicable law that may limit the maximum amount of interest to be charged with respect to the Loan transaction ("Additional Sums"), shall be payable by Maker as, and shall be deemed to be, additional interest, and for such purposes only, the agreed upon and "contracted for rate of interest" of the Loan transaction shall be deemed to be increased by the rate of interest resulting from the charging, payment and/or receipt of the Additional Sums. Commencing on January 31, 2003, and on the last Business Day (as hereinafter defined) of each succeeding month thereafter ("Installment Date") until January 31, 2005 ("Maturity Date") or the date all principal and interest on this Note are paid in full, whichever date first occurs, Maker will pay to Holder all accrued and

unpaid interest on the Note. As used in this Note, "Business Day" means a day other than a Saturday, a Sunday, a national holiday or a day on which banks in Phoenix, Arizona, are required to be closed. Upon the Partial Release (as defined in the Credit Facility Agreement) of a Release Parcel (as defined in the Credit Facility Agreement), Maker will pay to Holder a principal payment in an amount equal to the Partial Release Payment (as defined in the Credit Facility Agreement) payable with respect to such Release Parcel. In addition, on each Principal Payment Date, as set forth in the table below, a principal payment shall be due and payable in an amount equal to the positive amount obtained when the unpaid principal balance of this Note, on the Measuring Date, is reduced by the Threshold Amount applicable to that Measuring Date, as set forth in the table below. If the Threshold Amount applicable to a Measuring Date, as set forth in the table below, is equal to or greater than the unpaid principal balance of this Note on that Measuring Date, no principal payment shall be due.
Measuring Date -------------June 30, 2003 September 30, 2003 Principal Payment Date ---------------------July 15, 2003 October 15, 2003 Threshold Amount ---------------US $4,283,854 US $3,708,854

unpaid interest on the Note. As used in this Note, "Business Day" means a day other than a Saturday, a Sunday, a national holiday or a day on which banks in Phoenix, Arizona, are required to be closed. Upon the Partial Release (as defined in the Credit Facility Agreement) of a Release Parcel (as defined in the Credit Facility Agreement), Maker will pay to Holder a principal payment in an amount equal to the Partial Release Payment (as defined in the Credit Facility Agreement) payable with respect to such Release Parcel. In addition, on each Principal Payment Date, as set forth in the table below, a principal payment shall be due and payable in an amount equal to the positive amount obtained when the unpaid principal balance of this Note, on the Measuring Date, is reduced by the Threshold Amount applicable to that Measuring Date, as set forth in the table below. If the Threshold Amount applicable to a Measuring Date, as set forth in the table below, is equal to or greater than the unpaid principal balance of this Note on that Measuring Date, no principal payment shall be due.
Measuring Date -------------June 30, 2003 September 30, 2003 December 31, 2003 March 31, 2004 June 30, 2004 September 30, 2004 Principal Payment Date ---------------------July 15, 2003 October 15, 2003 January 15, 2004 April 15, 2004 July 15, 2004 October 15, 2004 Threshold Amount ---------------US US US US US US $4,283,854 $3,708,854 $3,133,854 $2,558,854 $1,983,854 $1,408,854

All payments under this Note shall be applied first to any late charges, costs, fees and expenses due hereunder or under the other documents executed in connection with the Loan, then to accrued but unpaid Basic Interest, and the balance, if any, to outstanding principal. However, if an Event of Default exists, Holder may apply the proceeds of the security for this Note in such order and manner as Holder may determine. On the Due Date (as hereinafter defined), the entire unpaid principal balance of this Note, all accrued and unpaid Basic Interest, and all other charges or amounts owing in connection with the Loan shall be due and payable in full. The Due Date shall mean the earlier of (i) the Maturity Date; (ii) the date of satisfaction of this Note; or (iii) the date on which Lender or Holder accelerates payment of the this Note due to an Event of Default. All payments under this Note shall be applied in accordance with the terms and conditions of the Credit Facility Agreement. However, if an Event of Default exists, Holder may apply the proceeds of the Loan Collateral (as defined in the Credit Facility Agreement) in such order and manner as Holder may determine.

If any installment of principal, interest or any other payment required to be made in connection with the Loan is not paid when due and, except in the case of the final installment for which no grace period is allowed, such breach continues for five (5) Business Days, or if any other Event of Default exists, Holder may at its option, without notice of any type whatsoever (including, without limitation, notice of acceleration or intention to accelerate) or demand, declare immediately due and payable the entire unpaid principal balance hereof, all accrued and unpaid Basic Interest thereon, and all other obligations owing in connection with the Loan. If any installment of principal and/or interest shall not be paid within ten (10) Business Days of the date when due, a "late charge" of two percent (2%) of the late payment may be charged by Holder for the purposes of defraying the expense incident to handling such delinquent payments. Such late charge represents the reasonable estimate of Maker and Lender of a fair average compensation for the loss which may be sustained by Holder due to the failure of the Maker to make timely payments. All late charges may be assessed without notice to Maker, shall be due and payable monthly or the next Installment Date after the scheduled Installment Date of the delinquent payment, and shall be in addition to all other rights and remedies available to Holder. Prepayment of this Note will be permitted in whole or in part at any time without penalty. No delay or omission on the part of Holder in exercising any power, right or remedy hereunder shall operate as a

If any installment of principal, interest or any other payment required to be made in connection with the Loan is not paid when due and, except in the case of the final installment for which no grace period is allowed, such breach continues for five (5) Business Days, or if any other Event of Default exists, Holder may at its option, without notice of any type whatsoever (including, without limitation, notice of acceleration or intention to accelerate) or demand, declare immediately due and payable the entire unpaid principal balance hereof, all accrued and unpaid Basic Interest thereon, and all other obligations owing in connection with the Loan. If any installment of principal and/or interest shall not be paid within ten (10) Business Days of the date when due, a "late charge" of two percent (2%) of the late payment may be charged by Holder for the purposes of defraying the expense incident to handling such delinquent payments. Such late charge represents the reasonable estimate of Maker and Lender of a fair average compensation for the loss which may be sustained by Holder due to the failure of the Maker to make timely payments. All late charges may be assessed without notice to Maker, shall be due and payable monthly or the next Installment Date after the scheduled Installment Date of the delinquent payment, and shall be in addition to all other rights and remedies available to Holder. Prepayment of this Note will be permitted in whole or in part at any time without penalty. No delay or omission on the part of Holder in exercising any power, right or remedy hereunder shall operate as a waiver of any such power, right or remedy; and no single or partial exercise of any such power, right or remedy shall preclude any other or further exercise thereof or the exercise of any other power, right or remedy of Holder under this Note or which may be provided by law. Any extension or indulgence at any time allowed by Holder to Maker shall be in reliance upon the understanding that such shall not affect or prejudice the rights, powers, and remedies of Holder except to the extent specifically set forth at the time in writing by Holder; and no waiver shall be construed as a waiver of any breach or default thereafter occurring. All remedies conferred upon Holder by this Note or any other Loan Document shall be cumulative and none is exclusive, and such remedies may be exercised concurrently or consecutively at Holder's option. If Holder undertakes to collect this Note following an Event of Default, Maker will pay to Holder in addition to any indebtedness due and unpaid, all costs and expenses of collection, including, without limitation, attorneys' fees and expert witnesses' fees, whether or not legal proceedings shall be instituted. If Holder institutes legal proceedings to enforce this Note, the award of costs of collection, including attorneys' fees, shall be made by the court (and not by a jury).

Maker and every person or entity at any time liable for the payment of the indebtedness evidenced by this Note hereby absolutely and unconditionally waive: presentment for payment, protest or demand; notice of dishonor, protest, demand and nonpayment of this Note; and each and every other notice of any kind (including, without limitation, notice of acceleration or intention to accelerate) except for notices expressly provided in this Note or in any of the other documents securing payment of, or otherwise related to, this Note. Maker and every such person or entity further consent to renewals or extensions of the payment of any sums to be paid under this Note at any time and from time to time, without limit as to the number or aggregate period of such renewals or extensions, at the request of any other person or entity liable for them. Any such renewals or extensions may be made without notice to any person or entity liable for the payment of the indebtedness evidenced by this Note. This Note is given and accepted as evidence of indebtedness only and not in payment or satisfaction of any indebtedness or obligation. Time is of the essence with respect to all of Maker's obligations and agreements under this Note. This Note and all its provisions, conditions, promises and covenants shall be binding upon Maker, and its successors and assigns, provided nothing herein shall be deemed Holder's consent to any assignment restricted or prohibited by the terms of the Loan Documents. If more than one person or entity has executed this Note as Maker, the obligations of such persons and entities shall be joint and several. If any provision of this Note shall be held invalid, illegal or unenforceable under present or future laws (all of which laws are waived to the fullest extent possible), the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. In lieu of each such illegal, invalid or unenforceable provision,

Maker and every person or entity at any time liable for the payment of the indebtedness evidenced by this Note hereby absolutely and unconditionally waive: presentment for payment, protest or demand; notice of dishonor, protest, demand and nonpayment of this Note; and each and every other notice of any kind (including, without limitation, notice of acceleration or intention to accelerate) except for notices expressly provided in this Note or in any of the other documents securing payment of, or otherwise related to, this Note. Maker and every such person or entity further consent to renewals or extensions of the payment of any sums to be paid under this Note at any time and from time to time, without limit as to the number or aggregate period of such renewals or extensions, at the request of any other person or entity liable for them. Any such renewals or extensions may be made without notice to any person or entity liable for the payment of the indebtedness evidenced by this Note. This Note is given and accepted as evidence of indebtedness only and not in payment or satisfaction of any indebtedness or obligation. Time is of the essence with respect to all of Maker's obligations and agreements under this Note. This Note and all its provisions, conditions, promises and covenants shall be binding upon Maker, and its successors and assigns, provided nothing herein shall be deemed Holder's consent to any assignment restricted or prohibited by the terms of the Loan Documents. If more than one person or entity has executed this Note as Maker, the obligations of such persons and entities shall be joint and several. If any provision of this Note shall be held invalid, illegal or unenforceable under present or future laws (all of which laws are waived to the fullest extent possible), the validity, legality and enforceability of the remaining provisions shall not in any way be affected thereby. In lieu of each such illegal, invalid or unenforceable provision, there shall be added automatically a provision that is legal, valid and enforceable and as similar in terms to such illegal, invalid and unenforceable provision as may be possible. THIS NOTE HAS BEEN DELIVERED AND MAY BE SERVICED AND RETAINED IN PHOENIX, ARIZONA. THIS NOTE AND THE RIGHTS, DUTIES AND OBLIGATIONS OF MAKER AND HOLDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ARIZONA (INCLUDING, WITHOUT LIMITATION, THE RIGHT TO SEEK ANY DEFICIENCY AFTER RESORT TO ANY COLLATERAL AND WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND TO THE EXTENT THEY PREEMPT THE LAWS OF SUCH STATE, THE LAWS OF THE UNITED STATES. EACH OF MAKER AND (BY ACCEPTANCE HEREOF) HOLDER: (A) HEREBY IRREVOCABLY SUBMITS ITSELF TO THE PROCESS, JURISDICTION AND VENUE OF THE COURTS OF THE STATE OF ARIZONA, MARICOPA COUNTY, AND TO THE PROCESS,

JURISDICTION, AND VENUE OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF ARIZONA, FOR THE PURPOSES OF SUIT, ACTION OR OTHER PROCEEDINGS ARISING OUT OF OR RELATING TO THIS NOTE OR THE SUBJECT MATTER HEREOF, OR, IF HOLDER INITIATES SUCH ACTION, ANY COURT IN WHICH HOLDER SHALL INITIATE SUCH ACTION AND THE CHOICE OF SUCH VENUE SHALL IN ALL INSTANCES BE AT HOLDER'S ELECTION; AND (B) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, HEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OF MOTION, DEFENSE OR OTHERWISE IN ANY SUCH SUIT, ACTION OR PROCEEDING ANY CLAIM THAT SUCH PERSON IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH OF MAKER AND (BY ACCEPTANCE HEREOF) HOLDER HEREBY WAIVES THE RIGHT TO COLLATERALLY ATTACK ANY JUDGMENT OR ACTION IN ANY OTHER FORUM. MAKER AND (BY ACCEPTANCE HEREOF) HOLDER ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS NOTE OR ANY OF THE OTHER LOAN DOCUMENTS WOULD BE BASED UPON DIFFICULT AND COMPLEX ISSUES; AND THEREFORE, THEY AGREE THAT ANY LAWSUIT ARISING OUT OF ANY SUCH CONTROVERSY SHALL BE

JURISDICTION, AND VENUE OF THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF ARIZONA, FOR THE PURPOSES OF SUIT, ACTION OR OTHER PROCEEDINGS ARISING OUT OF OR RELATING TO THIS NOTE OR THE SUBJECT MATTER HEREOF, OR, IF HOLDER INITIATES SUCH ACTION, ANY COURT IN WHICH HOLDER SHALL INITIATE SUCH ACTION AND THE CHOICE OF SUCH VENUE SHALL IN ALL INSTANCES BE AT HOLDER'S ELECTION; AND (B) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, HEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OF MOTION, DEFENSE OR OTHERWISE IN ANY SUCH SUIT, ACTION OR PROCEEDING ANY CLAIM THAT SUCH PERSON IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE-NAMED COURTS, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH OF MAKER AND (BY ACCEPTANCE HEREOF) HOLDER HEREBY WAIVES THE RIGHT TO COLLATERALLY ATTACK ANY JUDGMENT OR ACTION IN ANY OTHER FORUM. MAKER AND (BY ACCEPTANCE HEREOF) HOLDER ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS NOTE OR ANY OF THE OTHER LOAN DOCUMENTS WOULD BE BASED UPON DIFFICULT AND COMPLEX ISSUES; AND THEREFORE, THEY AGREE THAT ANY LAWSUIT ARISING OUT OF ANY SUCH CONTROVERSY SHALL BE TRIED BY A JUDGE SITTING WITHOUT A JURY, AND KNOWINGLY AND VOLUNTARILY WAIVE TRIAL BY JURY IN ANY SUCH PROCEEDING. MAKER HAS NO RIGHT TO EXTEND OR RENEW THIS NOTE OR THE LOAN. ALL OF THE PROVISIONS SET FORTH ABOVE ARE A MATERIAL INDUCEMENT FOR LENDER'S MAKING THE LOAN TO MAKER. [MAKER'S INITIALS (_________)]

It is the intent of the parties to comply with the applicable usury law ("Applicable Usury Law") chosen by Maker and Lender in the preceding paragraphs, or any other usury law applicable. Accordingly, it is agreed that notwithstanding any provisions to the contrary in the Credit Facility Agreement or any of the Loan Documents, in no event shall any Loan Document require the payment or permit the collection of interest in excess of the maximum contract rate permitted by the Applicable Usury Law. If (a) any such excess of interest otherwise would be contracted for, charged or received from Maker or otherwise in connection with the Loan, or (b) the maturity of the indebtedness evidenced by this Note is accelerated in whole or in part, or (c) all or part of the principal or interest of this Note shall be prepaid, so that under any of such circumstances the amount of interest contracted for, charged or received in connection with the Loan would exceed the maximum contract rate permitted by the Applicable Usury Law, then in any such event: (1) the provisions of this paragraph shall govern and control; (2) neither Maker nor any other person or entity now or hereafter liable for the payment hereof will be obligated to pay the amount of such interest to the extent that it is in excess of the maximum contract rate permitted by the Applicable Usury Law; (3) any such excess which may have been collected shall be either applied as a credit against the then unpaid principal amount hereof or refunded to Maker, at the Holder's option; and (4) the effective rate of interest will be automatically reduced to such rate as will enable Holder to receive the maximum amount of interest permitted by the Applicable Usury Law. It is further agreed, without limiting the generality of the foregoing, that to the extent permitted by the Applicable Usury Law: (x) all calculations of the rate of interest which are made for the purpose of determining whether such rate would exceed the maximum contract rate permitted by the Applicable Usury Law shall be made by amortizing, prorating, allocating and spreading during the period of the full stated term of the Loan, all interest at any time contracted for, charged or received from Maker or otherwise in connection with the Loan; and (y) if the effective rate of interest on the Loan should at any time exceed the maximum contract rate allowed under the Applicable Usury Law, such excess interest that would otherwise have been collected had there been no ceiling imposed by the Applicable Usury Law shall be paid to Holder from time to time, if and when the effective interest rate on the Loan otherwise falls below the maximum amount permitted by the Applicable Usury Law, to the extent that interest paid to the date of calculation does not exceed the maximum contract rate permitted by the Applicable Usury Law, until the entire

It is the intent of the parties to comply with the applicable usury law ("Applicable Usury Law") chosen by Maker and Lender in the preceding paragraphs, or any other usury law applicable. Accordingly, it is agreed that notwithstanding any provisions to the contrary in the Credit Facility Agreement or any of the Loan Documents, in no event shall any Loan Document require the payment or permit the collection of interest in excess of the maximum contract rate permitted by the Applicable Usury Law. If (a) any such excess of interest otherwise would be contracted for, charged or received from Maker or otherwise in connection with the Loan, or (b) the maturity of the indebtedness evidenced by this Note is accelerated in whole or in part, or (c) all or part of the principal or interest of this Note shall be prepaid, so that under any of such circumstances the amount of interest contracted for, charged or received in connection with the Loan would exceed the maximum contract rate permitted by the Applicable Usury Law, then in any such event: (1) the provisions of this paragraph shall govern and control; (2) neither Maker nor any other person or entity now or hereafter liable for the payment hereof will be obligated to pay the amount of such interest to the extent that it is in excess of the maximum contract rate permitted by the Applicable Usury Law; (3) any such excess which may have been collected shall be either applied as a credit against the then unpaid principal amount hereof or refunded to Maker, at the Holder's option; and (4) the effective rate of interest will be automatically reduced to such rate as will enable Holder to receive the maximum amount of interest permitted by the Applicable Usury Law. It is further agreed, without limiting the generality of the foregoing, that to the extent permitted by the Applicable Usury Law: (x) all calculations of the rate of interest which are made for the purpose of determining whether such rate would exceed the maximum contract rate permitted by the Applicable Usury Law shall be made by amortizing, prorating, allocating and spreading during the period of the full stated term of the Loan, all interest at any time contracted for, charged or received from Maker or otherwise in connection with the Loan; and (y) if the effective rate of interest on the Loan should at any time exceed the maximum contract rate allowed under the Applicable Usury Law, such excess interest that would otherwise have been collected had there been no ceiling imposed by the Applicable Usury Law shall be paid to Holder from time to time, if and when the effective interest rate on the Loan otherwise falls below the maximum amount permitted by the Applicable Usury Law, to the extent that interest paid to the date of calculation does not exceed the maximum contract rate permitted by the Applicable Usury Law, until the entire amount of interest which would have otherwise been collected had there been no ceiling imposed by the Applicable Usury Law has been paid in full. Maker further agrees that should the maximum contract rate permitted by the Applicable Usury Law be increased at any time hereafter because of a change in the law, then to the extent not prohibited by the Applicable Usury Law, such increases shall apply to all indebtedness evidenced hereby regardless of when incurred; but, again to the extent not prohibited by the Applicable Usury Law, should the maximum contract rate permitted by the Applicable Usury Law be decreased because of a change in the law, such decreases shall not apply to the indebtedness evidenced hereby regardless of when incurred.

Maker warrants and represents that the Loan is for business or investment purposes. This Note is secured by, among other things, a Mortgage and Financing Statement (with Security Agreement and Assignment of Leases, Rents, Sales Documents, Sales Proceeds and Developer's Rights) encumbering real and personal property owned by Maker and located in Volusia County, Florida ("Security Document"). [Signature page follows]

All notices, demands, documents, or other writings required or permitted to be given by Maker or Holder hereunder shall be given and deemed delivered in accordance with the provisions of the Security Document. BORROWER: BLUEGREEN VACATIONS UNLIMITED, INC., a Florida corporation
By: /s/ John Maloney ----------------------------------Type/Print Name: John Maloney

Maker warrants and represents that the Loan is for business or investment purposes. This Note is secured by, among other things, a Mortgage and Financing Statement (with Security Agreement and Assignment of Leases, Rents, Sales Documents, Sales Proceeds and Developer's Rights) encumbering real and personal property owned by Maker and located in Volusia County, Florida ("Security Document"). [Signature page follows]

All notices, demands, documents, or other writings required or permitted to be given by Maker or Holder hereunder shall be given and deemed delivered in accordance with the provisions of the Security Document. BORROWER: BLUEGREEN VACATIONS UNLIMITED, INC., a Florida corporation
By: /s/ John Maloney ----------------------------------Type/Print Name: John Maloney ---------------------Title: Vice President --------------------------------

|X| Check here to verify that Borrower has initialed previous paragraph requiring initials. STATE OF Florida County of Palm Beach ) ss. )

The foregoing instrument was acknowledged before me this 21st day of January 2003, by John Maloney , the Vice President of Bluegreen Vacations Unlimited, Inc., a Florida Corporation, on behalf of such corporation. IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Lisa Fiedorowitz ---------------------------------Notary Public in and for the State and County aforesaid My commission expires: July 26, 2004 ------------------------------

EXHIBIT 10.133 AMENDMENT NUMBER FOUR TO LOAN AND SECURITY AGREEMENT This Amendment Number Four to Loan and Security Agreement ("Amendment") is entered into as of March 26, 2003, by and between BLUEGREEN CORPORATION, f/k/a Patten Corporation, a Massachusetts corporation ("Borrower"), and FOOTHILL CAPITAL CORPORATION, a California corporation ("Foothill"),

All notices, demands, documents, or other writings required or permitted to be given by Maker or Holder hereunder shall be given and deemed delivered in accordance with the provisions of the Security Document. BORROWER: BLUEGREEN VACATIONS UNLIMITED, INC., a Florida corporation
By: /s/ John Maloney ----------------------------------Type/Print Name: John Maloney ---------------------Title: Vice President --------------------------------

|X| Check here to verify that Borrower has initialed previous paragraph requiring initials. STATE OF Florida County of Palm Beach ) ss. )

The foregoing instrument was acknowledged before me this 21st day of January 2003, by John Maloney , the Vice President of Bluegreen Vacations Unlimited, Inc., a Florida Corporation, on behalf of such corporation. IN WITNESS WHEREOF, I hereunto set my hand and official seal.
/s/ Lisa Fiedorowitz ---------------------------------Notary Public in and for the State and County aforesaid My commission expires: July 26, 2004 ------------------------------

EXHIBIT 10.133 AMENDMENT NUMBER FOUR TO LOAN AND SECURITY AGREEMENT This Amendment Number Four to Loan and Security Agreement ("Amendment") is entered into as of March 26, 2003, by and between BLUEGREEN CORPORATION, f/k/a Patten Corporation, a Massachusetts corporation ("Borrower"), and FOOTHILL CAPITAL CORPORATION, a California corporation ("Foothill"), in light of the following: FACT ONE: Borrower and Foothill have previously entered into that certain Amended and Restated Loan and Security Agreement, dated as of September 23, 1997, as Amended by that certain Amendment Number One to Loan and Security Agreement dated as of December 1, 2000, as further amended by that certain Amendment Number Two to Loan and Security Agreement dated as of November 9, 2001 and that certain Amendment Number Three to Loan and Security Agreement dated as of August 28, 2002 (as amended, the" Agreement"). FACT TWO: Borrower and Foothill desire to amend the Agreement as provided for and on the conditions herein.

EXHIBIT 10.133 AMENDMENT NUMBER FOUR TO LOAN AND SECURITY AGREEMENT This Amendment Number Four to Loan and Security Agreement ("Amendment") is entered into as of March 26, 2003, by and between BLUEGREEN CORPORATION, f/k/a Patten Corporation, a Massachusetts corporation ("Borrower"), and FOOTHILL CAPITAL CORPORATION, a California corporation ("Foothill"), in light of the following: FACT ONE: Borrower and Foothill have previously entered into that certain Amended and Restated Loan and Security Agreement, dated as of September 23, 1997, as Amended by that certain Amendment Number One to Loan and Security Agreement dated as of December 1, 2000, as further amended by that certain Amendment Number Two to Loan and Security Agreement dated as of November 9, 2001 and that certain Amendment Number Three to Loan and Security Agreement dated as of August 28, 2002 (as amended, the" Agreement"). FACT TWO: Borrower and Foothill desire to amend the Agreement as provided for and on the conditions herein. NOW, THEREFORE, Borrower and Foothill hereby amend and supplement the Agreement as follows: 1. DEFINITIONS. All initially capitalized terms used in this Amendment shall have the meanings given to them in the Agreement unless specifically defined herein. 2. AMENDMENTS. (a) The following new definitions are added to Section 1.1 of the Agreement: ""Bluegreen Communities" means BLUEGREEN COMMUNITIES OF GEORGIA, LLC, a Georgia limited liability company." ""Fourth Amendment" means that certain Amendment Number Four to Loan and Security Agreement dated as of March 26, 2003, executed by Borrower and Foothill." ""Land Inventory Borrowing Base" means an amount equal to the lesser of (a) Eight Million Five Hundred Thousand Dollars ($8,500,000.00), (b) seventy-five percent (75%) of the sum of acquisition costs of real property plus sixty-five percent (65%) of Borrower's actual costs of improvements to be erected thereon, or (c) Foothill's in-house appraisal of the Real Property. The foregoing provision of (b) notwithstanding, the computation of the Land Inventory Borrowing Base shall be further limited for each such subsection by a project to project limitation of seventy percent (70%) of the Orderly Liquidation Value of each project.." 1

""Mulberry Deed to Secure Debt" means that certain Deed to Secure Debt, Assignment of Rents, Security Agreement and Fixture Filing executed by Bluegreen Communities dated contemporaneously to the date of the Fourth Amendment, which secures the Obligations of the Mulberry Note and the Agreement (excluding Advances made pursuant to sections 2.1, 2.3, 2.8, and 2.9 of the Loan Agreement), and which encumbers the Mulberry Property." ""Mulberry Note" means that certain "Land Inventory Advance Note (Secured) ($8,500,000.00) executed by Borrower and Bluegreen Communities dated contemporaneously to the date of the Fourth Amendment and Secured by the Mulberry Deed to Secure Debt." ""Mulberry Property" means the property commonly known as Meadows in Braselton, f/k/a Mulberry Plantation, situate in Jackson County, Georgia, as more particularly described in the Mulberry Deed to Secure Debt."

""Mulberry Deed to Secure Debt" means that certain Deed to Secure Debt, Assignment of Rents, Security Agreement and Fixture Filing executed by Bluegreen Communities dated contemporaneously to the date of the Fourth Amendment, which secures the Obligations of the Mulberry Note and the Agreement (excluding Advances made pursuant to sections 2.1, 2.3, 2.8, and 2.9 of the Loan Agreement), and which encumbers the Mulberry Property." ""Mulberry Note" means that certain "Land Inventory Advance Note (Secured) ($8,500,000.00) executed by Borrower and Bluegreen Communities dated contemporaneously to the date of the Fourth Amendment and Secured by the Mulberry Deed to Secure Debt." ""Mulberry Property" means the property commonly known as Meadows in Braselton, f/k/a Mulberry Plantation, situate in Jackson County, Georgia, as more particularly described in the Mulberry Deed to Secure Debt." (b) The definition of "Loan Documents" in Section 1.1 of the Loan Agreement is deleted in its entirety and the following substituted in its place and stead: ""Loan Documents" means this Agreement, the Pledge Agreement, the Lock Box Agreements, the Mortgages, the Term Note, the C- Term Note, the Mulberry Note, the Mulberry Deed to Secure Debt, any other note or notes executed by Borrower and payable to Foothill, and any other agreement entered into in connection with this Agreement." (c) The definition of "Mortgages" in Section 1.1 of the Loan Agreement is deleted in its entirety and the following substituted in its place and stead: ""Mortgages" means one (1) or more deeds of trust, mortgages or deeds to secure debt, executed by Borrower or any Affiliate of Borrower in favor of Foothill, the form and substance of which shall be satisfactory to Foothill, that encumber the Real Property and the related improvements thereto. The term "Mortgages" includes the Mulberry Deed to Secure Debt." (d) Section 2.1(a) of the Loan Agreement is deleted in its entirety and the following substituted in its place and stead: "(a) In addition to the Land Inventory Advances set forth in Section 2.2 hereof, the Term Loan and B Line Advances set forth in Section 2.3 hereof, the Pledged T Note Advances set forth in Section 2.8 hereof, and the C Line Advances set forth in Section 2.9, hereof, subject to the terms and conditions of this Agreement, and further for a period through and including December 31, 2005 only, and further provided Borrower is not in default hereunder (subject to grace periods, if any), including, 2

specifically, Section 6.13 hereof, Foothill agrees to make advances to Borrower upon the pledge to Foothill of the Pledged A Notes ("A Line Advances") in an amount not to exceed the A Line Borrowing Base." (e) Section 2.2(a) of the Loan Agreement is deleted in its entirety and the following substituted in its place and stead: "(a) In addition to the A Line Advances set forth in Section 2.1 hereof, the Term Loan and B Line Advances set forth in Section 2.3 hereof, the Pledged T Note Advances set forth in Section 2.8 hereof, and the C Line Advances set forth in Section 2.9 hereof, subject to the terms and conditions of this Agreement, , and further for a period through and including December 31, 2005 only, and provided Borrower is not in default hereunder (subject to grace periods, if any), including, specifically, Section 6.13 hereof, Foothill agrees to make nonrevolving advances to Borrower in an amount not to exceed the Land Inventory Borrowing Base ("Land Inventory Advances") to enable it to buy and develop Approved Land Projects for subsequent resale to the public. Land Inventory Advances shall be used for this and for no other purpose. All such acquired assets shall become Collateral. At Foothill's request, Borrower shall execute a Secured Promissory Note to evidence the borrowings under this Section 2.2. "

specifically, Section 6.13 hereof, Foothill agrees to make advances to Borrower upon the pledge to Foothill of the Pledged A Notes ("A Line Advances") in an amount not to exceed the A Line Borrowing Base." (e) Section 2.2(a) of the Loan Agreement is deleted in its entirety and the following substituted in its place and stead: "(a) In addition to the A Line Advances set forth in Section 2.1 hereof, the Term Loan and B Line Advances set forth in Section 2.3 hereof, the Pledged T Note Advances set forth in Section 2.8 hereof, and the C Line Advances set forth in Section 2.9 hereof, subject to the terms and conditions of this Agreement, , and further for a period through and including December 31, 2005 only, and provided Borrower is not in default hereunder (subject to grace periods, if any), including, specifically, Section 6.13 hereof, Foothill agrees to make nonrevolving advances to Borrower in an amount not to exceed the Land Inventory Borrowing Base ("Land Inventory Advances") to enable it to buy and develop Approved Land Projects for subsequent resale to the public. Land Inventory Advances shall be used for this and for no other purpose. All such acquired assets shall become Collateral. At Foothill's request, Borrower shall execute a Secured Promissory Note to evidence the borrowings under this Section 2.2. " (f) Section 2.3(a) of the Loan Agreement is deleted in its entirety and the following substituted in its place and stead: "(a) In addition to the A Line Advances set forth in Section 2.1 hereof, the Land Inventory Advances set forth in Section 2.2 hereof, the Pledged T Note Advances set forth in Section 2.8 hereof, and the C Line Advances set forth in Section 2.9 hereof, subject to the terms and conditions of this Agreement, and for a period through and including December 31, 2005 only, and further provided Borrower is not in default hereunder (subject to grace periods, if any), including, specifically, Section 6.13 hereof, Foothill agrees to make advances to Borrower upon the pledge to Foothill of the Pledged B Notes ("B Line Advances") in an amount not to exceed the lesser of (i) Five Million Dollars ($5,000,000); or (ii) the B Line Borrowing Base." (g) Section 2.4(a) of the Loan Agreement is deleted in its entirety and the following substituted in its place and stead: "(a) Interest Rate. All Obligations (other than Obligations incurred pursuant to Section 2.2 above) shall bear interest, on the actual Daily Balance, computed as follows: (i) should the average monthly outstanding loan balance on advances made pursuant to Sections 2.1 2.8, and 2.9 above equal or exceed $10,000,000 for any month, then the interest rate 3

charged on all Obligations (other than Obligations incurred pursuant to Section 2.2 above) for such month shall be computed at a rate equal to three-quarters (3/4) percentage point above the Reference Rate; (ii) should the average monthly outstanding loan balance on advances made pursuant to Sections 2.1, 2.8 and 2.9 be less than $10,000,000 for any consecutive ten day period, then the interest rate charged on all Obligations (other than Obligations incurred pursuant to Section 2.2 above) for the period of time commencing with the first day of the calendar month preceding the date on which the Obligations dropped below $10,000,000 until the first day of the subsequent month when the Obligations have once again equaled or exceeded $10,000,000 shall be computed at a rate equal to the greater of: (i) seven percent (7%) per annum; or (ii) one (1) percentage point above the Reference Rate. The Obligations arising out of Land Inventory Advances set forth in Section 2.2 shall bear interest on the average Daily Balance, at a rate of one and one-quarter (1.25) percentage points above the Reference Rate." (h) Section 2.4(c) of the Loan Agreement is amended by deleting the first sentence therein in its entirety. (i) Section 2. 7(b) of the Loan Agreement is amended by adding the following sentence at the conclusion thereof: "Accordingly, with the funding of the Land Inventory Advance evidenced by the Mulberry Note, a one time funding fee of Eighty Five Thousand Dollars ($85,000.00) shall be owing, which such fee is fully earned and payable and which shall be added to the Obligations."

charged on all Obligations (other than Obligations incurred pursuant to Section 2.2 above) for such month shall be computed at a rate equal to three-quarters (3/4) percentage point above the Reference Rate; (ii) should the average monthly outstanding loan balance on advances made pursuant to Sections 2.1, 2.8 and 2.9 be less than $10,000,000 for any consecutive ten day period, then the interest rate charged on all Obligations (other than Obligations incurred pursuant to Section 2.2 above) for the period of time commencing with the first day of the calendar month preceding the date on which the Obligations dropped below $10,000,000 until the first day of the subsequent month when the Obligations have once again equaled or exceeded $10,000,000 shall be computed at a rate equal to the greater of: (i) seven percent (7%) per annum; or (ii) one (1) percentage point above the Reference Rate. The Obligations arising out of Land Inventory Advances set forth in Section 2.2 shall bear interest on the average Daily Balance, at a rate of one and one-quarter (1.25) percentage points above the Reference Rate." (h) Section 2.4(c) of the Loan Agreement is amended by deleting the first sentence therein in its entirety. (i) Section 2. 7(b) of the Loan Agreement is amended by adding the following sentence at the conclusion thereof: "Accordingly, with the funding of the Land Inventory Advance evidenced by the Mulberry Note, a one time funding fee of Eighty Five Thousand Dollars ($85,000.00) shall be owing, which such fee is fully earned and payable and which shall be added to the Obligations." (j) Section 2.7 of the Loan Agreement is amended by deleting subsection (c) and (d) in their entirety and the following substituted in their place and stead: "(c) Financial Examination, Documentation, and Appraisal Fees. Foothill's customary fee of Seven Hundred Fifty Dollars ($750) per day per examiner, plus out-of-pocket expenses for each financial analysis and examination of Borrower performed by Foothill or its agents; Foothill's customary appraisal fee of Seven Hundred Fifty Dollars ($750) per day per appraiser, plus out-of-pocket expenses for each appraisal of the Collateral performed by Foothill or its agents. "(d) Servicing Fee. On the first day of each month following the Effective Date during the term of this Agreement, and thereafter so long as any Obligations are outstanding, a servicing fee in an amount equal to Five Thousand Dollars ($5,000) per month. (k) Section 2.8(a) of the Loan Agreement is deleted in its entirety and the following substituted in its place and stead: 4

"(a) In addition to the Pledged A Note Advances set forth in Section 2.1 hereof, the Land Inventory Advances set forth in Section 2.2 hereof, the Term Loan and B Line Advances set forth in Section 2.3 hereof, and the C Line Advances set forth in Section 2.9, subject to the terms and conditions of this Agreement, and further for a period through and including December 31, 2005 only, and further provided Borrower is not in default hereunder (subject to grace periods, if any), including, specifically, Section 6.13 hereof, Foothill agrees to make advances to Borrower upon the pledge to Foothill of the Pledged T Notes ("T Line Advances") in an amount not to exceed the T Line Borrowing Base." (1) Section 2.9(a) of the Loan Agreement is deleted in its entirety and the following substituted in its place and stead: "(a) In addition to the Pledged A Note Advances set forth in Section 2.1 hereof, the Land Inventory Advances set forth in Section 2.2 hereof, the Term Loan and B Line Advances set forth in Section 2.3 hereof, and the Pledged T Note Advances set forth in Section 2.8 hereof, subject to the terms and conditions of this Agreement, and further for a period through and including December 31, 2005 only, and further provided Borrower is not in default hereunder (subject to grace periods, if any), including, specifically, Section 6.13 hereof, Foothill agrees to make advances to Borrower upon the pledge to Foothill of the Pledged C Notes ("C Line Advances") in an amount not to exceed the C Line Borrowing Base. "

"(a) In addition to the Pledged A Note Advances set forth in Section 2.1 hereof, the Land Inventory Advances set forth in Section 2.2 hereof, the Term Loan and B Line Advances set forth in Section 2.3 hereof, and the C Line Advances set forth in Section 2.9, subject to the terms and conditions of this Agreement, and further for a period through and including December 31, 2005 only, and further provided Borrower is not in default hereunder (subject to grace periods, if any), including, specifically, Section 6.13 hereof, Foothill agrees to make advances to Borrower upon the pledge to Foothill of the Pledged T Notes ("T Line Advances") in an amount not to exceed the T Line Borrowing Base." (1) Section 2.9(a) of the Loan Agreement is deleted in its entirety and the following substituted in its place and stead: "(a) In addition to the Pledged A Note Advances set forth in Section 2.1 hereof, the Land Inventory Advances set forth in Section 2.2 hereof, the Term Loan and B Line Advances set forth in Section 2.3 hereof, and the Pledged T Note Advances set forth in Section 2.8 hereof, subject to the terms and conditions of this Agreement, and further for a period through and including December 31, 2005 only, and further provided Borrower is not in default hereunder (subject to grace periods, if any), including, specifically, Section 6.13 hereof, Foothill agrees to make advances to Borrower upon the pledge to Foothill of the Pledged C Notes ("C Line Advances") in an amount not to exceed the C Line Borrowing Base. " (m) Section 3.5 of the Loan Agreement is deleted in its entirety and the following substituted in its place and stead: "3.5 Term. This Agreement shall become effective upon the execution and delivery hereof by Borrower and Foothill and shall continue in full force and effect for a term ending on December 31, 2007. The foregoing notwithstanding: (i) that portion of the Obligations evidencing Land Inventory Advances borrowed pursuant to Section 2.2 hereof shall be all due and payable on or before March 10, 2006; and (ii) Foothill shall have the right to terminate its obligations under this Agreement immediately and without notice upon the occurrence and during the continuation of an Event of Default." (n) Section 3.7 of the Loan Agreement is deleted in its entirety and the following substituted in its place and stead: "3.7 Early Termination by Borrower. Borrower has the option, at any time upon ninety (90) days prior written notice to Foothill, to terminate this Agreement by paying to Foothill, in cash, the Obligations together with a premium ("Early Termination Fee") equal to the applicable percentage of 5

the Maximum Amount as follows: if the facility is so terminated on or before December 31, 2003: 3% if the facility is so terminated during calendar year 2004: 2% if the facility is so terminated during calendar year 2005: 1% if the facility is so terminated after December 31, 2005: .5%. The foregoing notwithstanding, Borrower shall have the right upon thirty (30) days prior written notice to Foothill, to pay-off in full the Land Inventory Advances without the payment of an Early Termination Fee, unless all the Obligations are paid off contemporaneously therewith." (o) Section 4.8 of the Loan Agreement is deleted in its entirety and the following substituted in its place and stead: "4.8 Release of Security Interests in the Pledged Notes: Release of Security when Advances are Equal to Zero. "(a) Provided there shall not have occurred an Event of Default, and provided further that Borrower shall pay in full all interest and principal owing on the A Line Advances at the time of release, Borrower shall have the right to

the Maximum Amount as follows: if the facility is so terminated on or before December 31, 2003: 3% if the facility is so terminated during calendar year 2004: 2% if the facility is so terminated during calendar year 2005: 1% if the facility is so terminated after December 31, 2005: .5%. The foregoing notwithstanding, Borrower shall have the right upon thirty (30) days prior written notice to Foothill, to pay-off in full the Land Inventory Advances without the payment of an Early Termination Fee, unless all the Obligations are paid off contemporaneously therewith." (o) Section 4.8 of the Loan Agreement is deleted in its entirety and the following substituted in its place and stead: "4.8 Release of Security Interests in the Pledged Notes: Release of Security when Advances are Equal to Zero. "(a) Provided there shall not have occurred an Event of Default, and provided further that Borrower shall pay in full all interest and principal owing on the A Line Advances at the time of release, Borrower shall have the right to cause to be released from Foothill's lien all (but not part of) the Pledged A Notes provided such release is to enable Borrower to securitize the Pledged A Notes by the issuance of note backed securities or commercial paper. The Early Termination Fee provided for in Section 3.7 hereof, shall not be payable, however the minimum interest payment shall still be payable in accordance with the provisions contained herein. "(b) Provided there shall not have occurred an Event of Default, and provided further that Borrower shall pay in full all interest and principal owing on the B Line Advances at the time of release, Borrower shall have the right to cause to be released from Foothill's lien all (but not part of) the Pledged B Notes provided such release is to enable Borrower to securitize the Pledged B Notes by the issuance of note backed securities or commercial paper. The Early Termination Fee provided for in Section 3.7 hereof, shall not be payable, however the minimum interest 6

payment shall still be payable in accordance with the provisions contained herein. "(c) Provided there shall not have occurred an Event of Default, and provided further that Borrower shall pay in full all interest and principal owing on the C Line Advances at the time of release, Borrower shall have the right to cause to be released from Foothill's lien all (but not part of) the Pledged C Notes provided such release is to enable Borrower to securitize the Pledged C Notes by the issuance of note backed securities or commercial paper. The Early Termination Fee provided for in Section 3.7 hereof, shall not be payable, however the minimum interest payment shall still be payable in accordance with the provisions contained herein. "(d) Provided there shall not have occurred an Event of Default, and provided further that Borrower shall pay in full all interest and principal owing on the T Line Advances at the time of release, Borrower shall have the right to cause to be released from Foothill's lien all (but not part of) the Pledged T Notes provided such release is to enable Borrower to securitize the Pledged T Notes by the issuance of note backed securities or commercial paper. The Early Termination Fee provided for in Section 3.7 hereof, shall not be payable, however the minimum interest payment shall still be payable in accordance with the provisions contained herein." (p) There is added a new Section 5.20 to the Loan Agreement as follows: "5.20 Bluegreen Communities. Borrower is the sole owner of the equity interests in Bluegreen Communities." (q) There is added a new Section 7.19 to the Loan Agreement as follows: "7.19 Execution of Mulberry Loan Documents. Execute a form of the Mulberry Note or Mulberry Deed to

payment shall still be payable in accordance with the provisions contained herein. "(c) Provided there shall not have occurred an Event of Default, and provided further that Borrower shall pay in full all interest and principal owing on the C Line Advances at the time of release, Borrower shall have the right to cause to be released from Foothill's lien all (but not part of) the Pledged C Notes provided such release is to enable Borrower to securitize the Pledged C Notes by the issuance of note backed securities or commercial paper. The Early Termination Fee provided for in Section 3.7 hereof, shall not be payable, however the minimum interest payment shall still be payable in accordance with the provisions contained herein. "(d) Provided there shall not have occurred an Event of Default, and provided further that Borrower shall pay in full all interest and principal owing on the T Line Advances at the time of release, Borrower shall have the right to cause to be released from Foothill's lien all (but not part of) the Pledged T Notes provided such release is to enable Borrower to securitize the Pledged T Notes by the issuance of note backed securities or commercial paper. The Early Termination Fee provided for in Section 3.7 hereof, shall not be payable, however the minimum interest payment shall still be payable in accordance with the provisions contained herein." (p) There is added a new Section 5.20 to the Loan Agreement as follows: "5.20 Bluegreen Communities. Borrower is the sole owner of the equity interests in Bluegreen Communities." (q) There is added a new Section 7.19 to the Loan Agreement as follows: "7.19 Execution of Mulberry Loan Documents. Execute a form of the Mulberry Note or Mulberry Deed to Secure Debt other than the final form provided to Borrower or its counsel, or fail to obtain a policy of title insurance insuring the lien of the same in accordance with the instructions of Foothill's counsel." 3. REPRESENTATIONS AND WARRANTIES. Borrower hereby affirms to Foothill that all of Borrower's representations and warranties set forth in the Agreement are true, complete and accurate in all respects as of the date hereof. 4. NO DEFAULTS. Borrower hereby affirms to Foothill that no Event of Default has occurred and is continuing as of the date hereof. 7

5. CONDITION PRECEDENT. The effectiveness of this Amendment is expressly conditioned upon receipt by Foothill of an executed copy of this Amendment. 6. COSTS AND EXPENSES. Borrower shall pay to Foothill all of Foothill's out-of-pocket costs and expenses (including, without limitation, title fees, search fees, filing and recording fees, documentation fees, appraisal fees, travel expenses, and other fees, and the reasonable fees and expenses of its counsel) arising in connection with the preparation, execution, and delivery of this Amendment and all related documents. 7. LIMITED EFFECT. In the event of a conflict between the terms and provisions of this Amendment and the terms and provisions of the Agreement, the terms and provisions of this Amendment shall govern. In all other respects, the Agreement, as amended and supplemented hereby, shall remain in full force and effect. 8. COUNTERPARTS: EFFECTIVENESS. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed and delivered shall be deemed to be an original. All such counterparts, taken together, shall constitute but one and the same Amendment. This Amendment shall become effective upon the execution of a counterpart of this Amendment by each of the parties hereto. This Agreement may be executed and the signature pages telecopied between the parties. A telefacsimile signature is deemed an original for all purposes. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above. FOOTHILL CAPITAL CORPORATION,

5. CONDITION PRECEDENT. The effectiveness of this Amendment is expressly conditioned upon receipt by Foothill of an executed copy of this Amendment. 6. COSTS AND EXPENSES. Borrower shall pay to Foothill all of Foothill's out-of-pocket costs and expenses (including, without limitation, title fees, search fees, filing and recording fees, documentation fees, appraisal fees, travel expenses, and other fees, and the reasonable fees and expenses of its counsel) arising in connection with the preparation, execution, and delivery of this Amendment and all related documents. 7. LIMITED EFFECT. In the event of a conflict between the terms and provisions of this Amendment and the terms and provisions of the Agreement, the terms and provisions of this Amendment shall govern. In all other respects, the Agreement, as amended and supplemented hereby, shall remain in full force and effect. 8. COUNTERPARTS: EFFECTIVENESS. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which when so executed and delivered shall be deemed to be an original. All such counterparts, taken together, shall constitute but one and the same Amendment. This Amendment shall become effective upon the execution of a counterpart of this Amendment by each of the parties hereto. This Agreement may be executed and the signature pages telecopied between the parties. A telefacsimile signature is deemed an original for all purposes. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first set forth above. FOOTHILL CAPITAL CORPORATION, a California corporation
By /S/ KEVIN BELANGER ------------------------------Print Name: Kevin Belanger Print Title: Vice President

BLUE GREEN CORPORATION, a Massachusetts corporation
By /S/ DANIEL C. KOSCHER ------------------------------Print Name: Daniel C. Koscher Print Title: Senior Vice President

8

EXHIBIT 10.134 LAND INVENTORY ADVANCE NOTE (SECURED) ($8,500,000) THE MATURITY DATE OF THIS NOTE IS MARCH 10, 2006 $8,500,000.00 March 26, 2003 FOR VALUE RECEIVED, the undersigned BLUEGREEN COMMUNITIES OF GEORGIA, LLC, a Georgia limited liability company and BLUEGREEN CORPORATION, a Massachusetts corporation (individually and collectively, jointly and severally, "Maker"), hereby promise to pay to the order of Foothill Capital Corporation, a California corporation ("Lender"), as hereinafter provided, in such coin or currency of the United States which shall be legal tender in payment of all debts and dues, public and private, at the time of payment, the principal sum

EXHIBIT 10.134 LAND INVENTORY ADVANCE NOTE (SECURED) ($8,500,000) THE MATURITY DATE OF THIS NOTE IS MARCH 10, 2006 $8,500,000.00 March 26, 2003 FOR VALUE RECEIVED, the undersigned BLUEGREEN COMMUNITIES OF GEORGIA, LLC, a Georgia limited liability company and BLUEGREEN CORPORATION, a Massachusetts corporation (individually and collectively, jointly and severally, "Maker"), hereby promise to pay to the order of Foothill Capital Corporation, a California corporation ("Lender"), as hereinafter provided, in such coin or currency of the United States which shall be legal tender in payment of all debts and dues, public and private, at the time of payment, the principal sum of EIGHT MILLION FIVE HUNDRED THOUSAND DOLLARS ($8,500,000.00) (the "principal sum") together with interest thereon from the date hereof until paid. Capitalized terms used in this Promissory Note (the "Note") and not otherwise defined herein shall have the meanings set forth in that certain Amended and Restated Loan and Security Agreement by and between Lender and Bluegreen Corporation dated as of September 23, 1997, as amended by four amendments, each dated December 1, 2000, November 9, 2001, August 28, 2002, and the fourth dated contemporaneously herewith, (hereinafter, the "Loan Agreement") and the definitions of such capitalized terms, as set forth in the Loan Agreement, are incorporated herein by this reference. Likewise, to the extent terms and provisions of the Loan Agreement are referred to in this Note, they are incorporated herein by each such reference. (a) The unpaid principal balance of this Note shall bear interest at the reate provided in the Loan Inventory Advances. Maker promises to pay interest and principal on the unpaid principal balance of this Note on the dates and at the rates and in the amounts provided in the Loan Agreement. for a Land Inventory Advance. Interest chargeable hereunder shall be calculated as set forth in the Loan Agreement for Land Inventory Advances, and may be prepaid at any time without penalty. All payment sof this Note shall be made and credited a s provided in the Loan Agreement for Land Inventory Advances. (b) The outstanding unpaid principal balance of the Loan evidenced hereby, together with any and all accrued and unpaid interest hereunder, shall be due and payable if not sooner because of an Event of Default, on March 10, 2006. (c) In no contingency or event whatsoever, whether by reason of advancement of the proceeds hereof, or otherwise shall the amount paid or agreed to be paid to Lender for the use, forbearance, or detention of the money advanced or to be advanced hereunder exceed the highest lawful rate permissible under any law which a Court of competent jurisdiction may deem applicable hereto. If any amount is received in excess of such highest lawful rate, such amount shall be applied by Lender in reduction of the principal

sum. All unpaid principal and/or unpaid installments of principal or interest shall bear interest after maturity or due date thereof, or after default, at the "Default Rate", (as defined in Section 2.4 of the Loan Agreement), until paid. (d) Maker, for itself and its legal representatives, successors and assigns, expressly waives presentment, demand, protest, notice of dishonor, notice of non-payment, notice of maturity, notice of protest, presentment for the purpose of accelerating maturity, diligence in collection, and the benefit of any exemption under the homestead exemption laws, if any, or any other exemption or insolvency laws, and consents that Lender may release or surrender, exchange or substitute any real estate and/or personal property or other collateral security now held or which may hereafter be held as security for the payment of this Note, and may extend the time for payment or otherwise modify the terms of the payment of any part or the whole of the debt evidenced hereby. (e) Maker agrees to pay all charges incident to, arising out of or in connection with the preparation, execution,

sum. All unpaid principal and/or unpaid installments of principal or interest shall bear interest after maturity or due date thereof, or after default, at the "Default Rate", (as defined in Section 2.4 of the Loan Agreement), until paid. (d) Maker, for itself and its legal representatives, successors and assigns, expressly waives presentment, demand, protest, notice of dishonor, notice of non-payment, notice of maturity, notice of protest, presentment for the purpose of accelerating maturity, diligence in collection, and the benefit of any exemption under the homestead exemption laws, if any, or any other exemption or insolvency laws, and consents that Lender may release or surrender, exchange or substitute any real estate and/or personal property or other collateral security now held or which may hereafter be held as security for the payment of this Note, and may extend the time for payment or otherwise modify the terms of the payment of any part or the whole of the debt evidenced hereby. (e) Maker agrees to pay all charges incident to, arising out of or in connection with the preparation, execution, delivery and enforcement of this Note, including, without limitation, all attorneys' fees and disbursements incurred by Lender, whether incurred prior to litigation, or in litigation at trial or on appeal and all expenses, including, without limitation, attorneys' fees and disbursements incident to the enforcement of payment of this Note, by any action or participation in, or in connection with, a case or proceeding under Chapters 7, 11 or 13 of the Bankruptcy Code or any successor statute thereto. (f) IT IS EXPRESSLY AGREED THAT, UPON THE OCCURRENCE OF AN EVENT OF DEFAULT UNDER THE LOAN AGREEMENT, THE UNPAID PRINCIPAL BALANCE OF THIS NOTE, TOGETHER WITH INTEREST ACCRUED HEREON, SHALL BE DUE AND PAYABLE AS PROVIDED IN THE LOAN AGREEMENT, WITHOUT PRESENT, DEMAND, PROTEST, OR NOTICE OR PROTEST, OF ANY KIND, ALL OF WHICH ARE HEREBY EXPRESSLY WAIVED. IT IS FURTHER UNDERSTOOD THAT THIS NOTE IS SECURED BY, AMONG OTHER THINGS, THE LIENS GRANTED TO LENDER UNDER OTHER LOAN DOCUMENTS, UNLESS EXPRESSLY PROVIDED FOR TO THE CONTRARY IN THE LOAN AGREEMENT. ALL OF THE COVENANTS, CONDITIONS, WARRANTIES, REPRESENTATIONS AND AGREEMENTS CONTAINED IN THE LOAN AGREEMENT OR IN THE LOAN DOCUMENTS, ARE HEREBY INCORPORATED HEREIN AND MADE A PART HEREOF. (g) THE VALIDITY OF THIS NOTE, ITS CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT, AND THE RIGHTS OF THE PARTIES HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS NOTE SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA OR, AT THE SOLE OPTION OF FOOTHILL, IN ANY OTHER COURT IN WHICH FOOTHILL SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER 2

JURISDICTION OVER THE MATTER IN CONTROVERSY. EACH OF MAKER AND FOOTHILL WAIVES, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS NOTE. MAKER AND FOOTHILL HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. MAKER AND FOOTHILL REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS NOTE MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. (h) Each of Makers is accepting joint and several liability hereunder in consideration of the financial

JURISDICTION OVER THE MATTER IN CONTROVERSY. EACH OF MAKER AND FOOTHILL WAIVES, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS NOTE. MAKER AND FOOTHILL HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. MAKER AND FOOTHILL REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS NOTE MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. (h) Each of Makers is accepting joint and several liability hereunder in consideration of the financial accommodations to be provided by Lender under this Note, for the mutual benefit, directly and indirectly, of each of 4 LA 46486v1 2/20/2003 Makers and in consideration of the undertakings of the other Makers to accept joint and several liability for the Obligations (as used herein, the term Obligations shall have the meaning set forth in the Loan Agreement, excluding from such definition Advances made pursuant to Sections 2.1, 2.3 & 2.8 of the Loan Agreement). (i) Each of Makers, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Makers, with respect to the payment and performance of all of the Obligations (including, without limitation, any Obligations arising under these paragraphs (h) through (r), it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each Person composing Makers without preferences or distinction among them. (j) If and to the extent that any of Makers shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Persons composing Makers will make such payment with respect to, or perform, such Obligation. (k) The Obligations of each Person composing Makers under this Note constitute the absolute and unconditional, full recourse Obligations of each Person composing Makers enforceable against each such Maker to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Note or any other circumstances whatsoever. (l) Except as otherwise expressly provided in this Note, each Person composing Makers hereby waives notice of acceptance of its joint and several liability, notice of the occurrence of any Default, Event of Default, or of any demand for any payment under this Note, notice of any action at any time taken or omitted by Lender 3

under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Note (except as otherwise provided in this Note). Each Person composing Makers hereby assents to, and waives notice of, any extension or postponement of the time for 5 LA 46486v1 2/20/2003 the payment of any of the Obligations, the acceptance of any payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Lender at any time or times in respect of any default by any Person composing Makers in the performance or satisfaction of any term, covenant, condition or provision of this Note, any and all other indulgences whatsoever by Lender in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Person composing Makers. Without limiting the generality of the foregoing, each of Makers assents to any other action or delay in acting or failure to act on the part of Lender with respect to the failure by any Person composing Makers to comply with any of its respective Obligations, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of paragraphs (h) through (r) of this Note afford grounds for

under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Note (except as otherwise provided in this Note). Each Person composing Makers hereby assents to, and waives notice of, any extension or postponement of the time for 5 LA 46486v1 2/20/2003 the payment of any of the Obligations, the acceptance of any payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Lender at any time or times in respect of any default by any Person composing Makers in the performance or satisfaction of any term, covenant, condition or provision of this Note, any and all other indulgences whatsoever by Lender in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Person composing Makers. Without limiting the generality of the foregoing, each of Makers assents to any other action or delay in acting or failure to act on the part of Lender with respect to the failure by any Person composing Makers to comply with any of its respective Obligations, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of paragraphs (h) through (r) of this Note afford grounds for terminating, discharging or relieving any Person composing Makers, in whole or in part, from any of its Obligations under this Note, it being the intention of each Person composing Makers that, so long as any of the Obligations hereunder remain unsatisfied, the Obligations of such Person composing Makers under this Note shall not be discharged except by performance and then only to the extent of such performance. The Obligations of each Person composing Makers under this Note shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Person composing Makers or Lender. The joint and several liability of the Persons composing Makers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, constitution or place of formation of any of the Persons composing Makers or Lender. (m) Each Person composing Makers represents and warrants to Lender that such Maker is currently informed of the financial condition of Makers and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each Person composing Makers further represents and 6 LA 46486v1 2/20/2003 warrants to Lender that such Maker has read and understands the terms and conditions of the Loan Documents. Each Person composing Makers hereby covenants that such Maker will continue to keep informed of Makers' financial condition, the financial condition of other guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Obligations. (n) Each of the Persons composing Makers waives all rights and defenses arising out of an election of remedies by Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Lender's rights of subrogation and reimbursement against such Maker by the operation of Section 580(d) of the California Code of Civil Procedure or otherwise: 4

(o) Each of the Persons composing Makers waives all rights and defenses that such Maker may have because the Obligations are secured by Real Property. This means, among other things: (i) Lender may collect from such Maker without first foreclosing on any Real or Personal Property Collateral pledged by Makers. (ii) If Lender forecloses on any Real Property Collateral pledged by Makers: (A) The amount of the Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Lender may collect from such Maker even if Lender, by foreclosing on the Real Property Collateral, has destroyed any right such Maker may have to collect from the other Makers. This is an unconditional and irrevocable waiver of any rights and defenses such Maker may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure.

(o) Each of the Persons composing Makers waives all rights and defenses that such Maker may have because the Obligations are secured by Real Property. This means, among other things: (i) Lender may collect from such Maker without first foreclosing on any Real or Personal Property Collateral pledged by Makers. (ii) If Lender forecloses on any Real Property Collateral pledged by Makers: (A) The amount of the Obligations may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale price. (B) Lender may collect from such Maker even if Lender, by foreclosing on the Real Property Collateral, has destroyed any right such Maker may have to collect from the other Makers. This is an unconditional and irrevocable waiver of any rights and defenses such Maker may have because the Obligations are secured by Real Property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil Procedure. (p) The provisions of these paragraphs (h) through (r) are made for the benefit of Lender and its respective successors and assigns, and may be enforced by it or them from time to time against any or all of the Persons composing Makers as often as occasion therefor may arise and without requirement on the part of Lender, successor, or assign first to marshal any of its or their claims or to exercise any of its or their rights against any of the other Persons composing Makers or to exhaust any remedies available to it or them against any of the other Persons composing Makers or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of these paragraphs (h) through (r) shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by Lender upon the insolvency, bankruptcy or reorganization of any of the Persons composing Makers, or otherwise, the provisions of th these paragraphs (h) through (r) will forthwith be reinstated in effect, as though such payment had not been made. (q) Each of the Persons composing Makers hereby agrees that it will not enforce any of its rights of contribution or subrogation against the other Persons composing Makers with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to Lender with respect to any of the Obligations or any collateral security therefor until such time as all of the Obligations have been paid in full in cash. Any claim which any Maker may have against any other Maker with respect to any payments to Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising hereunder or thereunder, 5

to the prior payment in full in cash of the Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any Maker, its debts or its assets, whether voluntary or involuntary, all such Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Maker therefor. (r) Each of the Persons composing Makers hereby agrees that, after the occurrence and during the continuance of any Default or Event of Default, the payment of any amounts due with respect to the indebtedness owing by any Maker to any other Maker is hereby subordinated to the prior payment in full in cash of the Obligations. Each Maker hereby agrees that after the occurrence and during the continuance of any Default or Event of Default, such Maker will not demand, sue for or otherwise attempt to collect any indebtedness of any other Maker owing to such Maker until the Obligations shall have been paid in full in cash. If, notwithstanding the foregoing sentence, such Maker shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Maker as trustee for the Lender, and such Maker shall deliver any such amounts to Lender for application to the Obligations.

to the prior payment in full in cash of the Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any Maker, its debts or its assets, whether voluntary or involuntary, all such Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any other Maker therefor. (r) Each of the Persons composing Makers hereby agrees that, after the occurrence and during the continuance of any Default or Event of Default, the payment of any amounts due with respect to the indebtedness owing by any Maker to any other Maker is hereby subordinated to the prior payment in full in cash of the Obligations. Each Maker hereby agrees that after the occurrence and during the continuance of any Default or Event of Default, such Maker will not demand, sue for or otherwise attempt to collect any indebtedness of any other Maker owing to such Maker until the Obligations shall have been paid in full in cash. If, notwithstanding the foregoing sentence, such Maker shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced and received by such Maker as trustee for the Lender, and such Maker shall deliver any such amounts to Lender for application to the Obligations. (s) Each of Makers agrees that Lender may deal exclusively with Bluegreen Corporation with respect to the Obligations under this Note and the Obligations, as defined in the Loan Agreement, arising under the Loan Agreement and that Bluegreen Corporation has full power and authority to act on behalf of all Makers and to bind them accordingly. Further, notice to Bluegreen Corporation alone shall be conclusively deemed to have been given to all Makers. IN WITNESS WHEREOF, Maker has caused this Note to beduly created on the day and year first above written. "MAKER" BLUEGREEN COMMUNITIES OF GEORGIA, LLC, a Georgia limited liability company
By /S/ DANIEL C. KOSCHER ---------------------------------------Print Name: Daniel C. Koscher Print Title: Manager

BLUEGREEN CORPORATION, a Massachusetts corporation
By /S/ DANIEL C. KOSCHER ---------------------------------------Print Name: Daniel C. Koscher Print Title: Senior Vice President

6

EXHIBIT 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Bluegreen Corporation (the "Company") on Form 10-Q for the quarterly period ended March 31, 2003 to be filed with the Securities and Exchange Commission on or about May 15, 2003 (the "Report"), we, George F. Donovan, Chief Executive Officer of the Company and John F.

EXHIBIT 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Bluegreen Corporation (the "Company") on Form 10-Q for the quarterly period ended March 31, 2003 to be filed with the Securities and Exchange Commission on or about May 15, 2003 (the "Report"), we, George F. Donovan, Chief Executive Officer of the Company and John F. Chiste, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of our knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the three months ended March 31, 2003.
Date: May 12, 2003 By: /S/ GEORGE F. DONOVAN ----------------------------------George F. Donovan President and Chief Executive Officer /S/ JOHN F. CHISTE ----------------------------------John F. Chiste Senior Vice President, Treasurer and Chief Financial Officer

Date:

May 12, 2003

By:

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. This Certification is made solely pursuant to the requirements of the Sarbanes-Oxley Act of 2002 and shall not be deemed part of the Report or incorporated by reference into any of the Company's filings with the Securities and Exchange Commission by implication or by any reference in any such filing to the Report.