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EXHIBIT 10.153
MODIFICATION NUMBER THREE
TO THE LOAN AGREEMENT
(Amended and Restated)
First Union National Bank
000 Xxxxx Xxxxx Xxxxxx - XX0000
Xxxxxxxxxxxx, Xxxxxxx 00000
(Hereinafter referred to as the "Bank")
Bluegreen Corporation
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Resorts Management, Inc.
f/k/a RDI Resort Services Corporation
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Vacations Unlimited, Inc.
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Holding Corporation (Texas)
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Properties of the Southwest One, Inc.
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Southwest One, L.P.
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Asset Management Corporation
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Carolina Lands, LLC.
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Corporation of Tennessee
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Corporation of the Rockies
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
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Bluegreen Properties of Virginia, Inc.
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Resorts International, Inc.
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Carolina National Golf Club, Inc.
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Leisure Capital Corporation
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen West Corporation
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
BG/RDI Acquisition Corp.
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Corporation Great Lakes (WI)
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Corporation of Canada
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Golf Clubs, Inc.
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Interiors, LLC.
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Southwest Land, Inc.
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
New England Advertising Corp.
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
South Florida Aviation, Inc.
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
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Winding River Realty, Inc.
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Jordan Lake Preserve Corporation
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Leisure Communication Network, Inc.
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
(Individually and collectively "Borrower")
THIS AGREEMENT is entered into as of December 31, 2000 by and between Bank and
Borrower.
RECITALS
Bank is the holder of a Consolidated Promissory Note executed and delivered by
Borrower, dated November 3, 1999, in the original principal amount of
$10,000,000.00 (the "Note"); and certain other Loan Documents (the "Line of
Credit"), including a Loan Agreement, dated September 23, 1998 as modified by
Modification Number One to Loan Agreement dated August 1, 1999, as further
modified by Modification Number Two to Loan Agreement dated November 3, 1999
(the "Loan Agreement"); and
Borrower and Bank have agreed to modify the terms of the Note and the Loan
Agreement.
In consideration of Bank's continued extension of credit and the agreements
contained herein, the parties agree as follows:
AGREEMENT
OUTSTANDING BALANCE. Borrower acknowledges that the most recent Commercial Loan
Invoice sent to Borrower with respect to the Obligations under the Line of
Credit is correct.
MODIFICATIONS. Relying upon the covenants, agreements, representations and
warranties contained herein, the Loan Agreement is hereby amended and restated
as follows:
RENEWAL OF LINE OF CREDIT - The Bank and the Borrower hereby renew and extend
the Line of Credit in the principal amount of $10,000,000.00 which shall be
evidenced by a Renewal Promissory Note dated as of December 31, 2000 in the
principal amount of $10,000,000.00 (the "Renewal Note"), under which Borrower
may borrow, repay, and reborrow, from time to time, so long as the total
indebtedness outstanding at any one time does not exceed the principal amount
minus the sum of (i) the amount available to be drawn plus (ii) the amount of
unreimbursed drawings under all letters of credit issued by Bank for the account
of Borrower. The Loan proceeds are to be used by Borrower solely for working
capital and to issue letters of credit from time to time. The Borrower shall
deliver a Borrowing Certificate attached as Exhibit "A" to Bank with each
borrowing under the Line of Credit. Each borrowing request shall be in
compliance with the eligibiity formula of the Borrowing Certificate. Advances
under the Line of Credit shall be repaid within 90 days of such advance and the
Borrower shall pay down the outstanding balance under the Line of Credit to a
maximum of $100.00 for 45 consecutive days annually. The total amount of letters
of credit to be issued under the Renewal Note shall not exceed $500,000.00 at
any time nor have maturities greater than the maturity date of the Line of
Credit. The matuity date of the Line of Credit shall be September 30, 2001. This
maturity shall be automatically extended to December 31, 2001
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provided that the Bank receives by September 30, 2001, satisfactory evidence, in
the sole discretion of the Bank, that the Borrower has obtained a replacement
timeshare purchase facility in an amount and with an expiration date
satisfactory to Bank. Such extended maturity date shall be evidenced by an
Extension Letter delivered by the Bank to the Borrower prior to September 30,
2001. Bank's obligation to advance or readvance under the Renewal Note shall
terminate if Borrower is in Default under the Renewal Note.
AVAILABILITY FEE. Borrower shall pay to Bank quarterly an availability fee equal
to 0.50% per annum on the average daily unused principal amount available under
the Note for the preceding calendar quarter or portion thereof.
REPRESENTATIONS. Borrower represents that from the date of this Agreement and
until final payment in full of the Obligations: ACCURATE INFORMATION. All
information now and hereafter furnished to Bank is and will be true, correct and
complete. Any such information relating to Borrower's financial condition will
accurately reflect Borrower's financial condition as of the date(s) thereof,
(including all contingent liabilities of every type), and Borrower further
represents that its financial condition has not changed materially or adversely
since the date(s) of such documents. AUTHORIZATION; NON-CONTRAVENTION. The
execution, delivery and performance by Borrower and any guarantor, as
applicable, of this Agreement and other Loan Documents to which it is a party
are within its power, have been duly authorized by all necessary action taken by
the duly authorized officers of Borrower and any guarantors and, if necessary,
by making appropriate filings with any governmental agency or unit and are the
legal, binding, valid and enforceable obligations of Borrower and any
guarantors; and do not (i) contravene, or constitute (with or without the giving
of notice or lapse of time or both) a violation of any provision of applicable
law, a violation of the organizational documents of Borrower or any guarantor,
or a default under any agreement, judgment, injunction, order, decree or other
instrument binding upon or affecting Borrower or any guarantor, (ii) result in
the creation or imposition of any lien (other than the lien(s) created by the
Loan Documents) on any of Borrower's or guarantor's assets, or (iii) give cause
for the acceleration of any obligations of Borrower or any guarantor to any
other creditor. ASSET OWNERSHIP. Borrower has good and marketable title to all
of the properties and assets reflected on the balance sheets and financial
statements supplied Bank by Borrower, and all such properties and assets are
free and clear of mortgages, security deeds, pledges, liens, charges, and all
other encumbrances, except as otherwise disclosed to Bank by Borrower in writing
("Permitted Liens"). To Borrower's knowledge, no default has occurred under any
Permitted Liens and no claims or interests adverse to Borrower's present rights
in its properties and assets have arisen. DISCHARGE OF LIENS AND TAXES. Borrower
has duly filed, paid and/or discharged all taxes or other claims which may
become a lien on any of its property or assets, except to the extent that such
items are being appropriately contested in good faith and an adequate reserve
for the payment thereof is being maintained. Sufficiency of Capital. Borrower is
not, and after consummation of this Agreement and after giving effect to all
indebtedness incurred and liens created by Borrower in connection with the Loan,
will not be, insolvent within the meaning of 11 U.S.C. ss. 101(32). COMPLIANCE
WITH LAWS. Borrower is in compliance in all respects with all federal, state and
local laws, rules and regulations applicable to its properties, operations,
business, and finances, including, without limitation, any federal or state laws
relating to liquor (including 18 U.S.C. ss. 3617, et seq.) or narcotics
(including 21 X.X.X.xx. 801, et seq.) and/or any commercial crimes; all
applicable federal, state and local laws and regulations intended to protect the
environment; and the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), if applicable. ORGANIZATION AND AUTHORITY. Each corporate or limited
liability company Borrower and any guarantor, as applicable, is duly created,
validly existing and in good standing under the laws of the state of its
organization, and has all powers, governmental licenses, authorizations,
consents and approvals required to operate its business as now conducted. Each
corporate or limited liability company Borrower and any guarantor, if any, is
duly qualified, licensed and in good standing in each jurisdiction where
qualification or licensing is required by the nature of its business or the
character and location of its property, business or customers, and in which the
failure to so qualify or be licensed, as the case may be, in the aggregate,
could have a material adverse effect on the business, financial position,
results of operations, properties or prospects of Borrower or any such
guarantor. NO LITIGATION. There are no pending or threatened suits, claims or
demands against Borrower or any guarantor that have not been disclosed to Bank
by Borrower in writing. ERISA. Each employee pension benefit plan, as defined
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in ERISA, maintained by Borrower meets, as of the date hereof, the minimum
funding standards of ERISA and all applicable regulations thereto and
requirements thereof, and of the Internal Revenue Code of 1954, as amended. No
"Prohibited Transaction" or "Reportable Event" (as both terms are defined by
ERISA) has occurred with respect to any such plan.
AFFIRMATIVE COVENANTS. Borrower agrees that from the date of this Agreement and
until final payment in full of the Obligations, unless Bank shall otherwise
consent in writing, Borrower will: BUSINESS CONTINUITY. Conduct its business in
substantially the same manner and locations as such business is now and has
previously been conducted. MAINTAIN PROPERTIES. Maintain, preserve and keep its
property in good repair, working order and condition, making all needed
replacements, additions and improvements thereto, to the extent allowed by this
Agreement. ACCESS TO BOOKS & RECORDS. Allow Bank, or its agents, during normal
business hours, access to the books, records and such other documents of
Borrower as Bank shall reasonably require, and allow Bank to make copies thereof
at Bank's expense. INSURANCE. Maintain adequate insurance coverage with respect
to its properties and business against loss or damage of the kinds and in the
amounts customarily insured against by companies of established reputation
engaged in the same or similar businesses including, without limitation,
commercial general liability insurance, workers compensation insurance, and
business interruption insurance; all acquired in such amounts and from such
companies as Bank may reasonably require. NOTICE OF DEFAULT AND OTHER NOTICES.
(a) Notice of Default. Furnish to Bank immediately upon becoming aware of the
existence of any condition or event which constitutes a Default (as defined in
the Loan Documents) or any event which, upon the giving of notice or lapse of
time or both, may become a Default, written notice specifying the nature and
period of existence thereof and the action which Borrower is taking or proposes
to take with respect thereto. (b) Other Notices. Promptly notify Bank in writing
of (i) any material adverse change in its financial condition or its business;
(ii) any default under any material agreement, contract or other instrument to
which it is a party or by which any of its properties are bound, or any
acceleration of the maturity of any indebtedness owing by Borrower; (iii) any
material adverse claim against or affecting Borrower or any part of its
properties; (iv) the commencement of, and any material determination in, any
litigation with any third party or any proceeding before any governmental agency
or unit affecting Borrower; and (v) at least 30 days prior thereto, any change
in Borrower's name or address as shown above, and/or any change in Borrower's
structure. COMPLIANCE WITH OTHER AGREEMENTS. Comply with all terms and
conditions contained in this Agreement, and any other Loan Documents, and swap
agreements, if applicable, as defined in the Note. PAYMENT OF DEBTS. Pay and
discharge when due, and before subject to penalty or further charge, and
otherwise satisfy before maturity or delinquency, all obligations, debts, taxes,
and liabilities of whatever nature or amount, except those which Borrower in
good faith disputes. REPORTS AND PROXIES. Deliver to Bank, promptly, a copy of
all financial statements, reports, notices, and proxy statements, sent by
Borrower to stockholders, and all regular or periodic reports required to be
filed by Borrower with any governmental agency or authority. OTHER FINANCIAL
INFORMATION. Deliver promptly such other information regarding the operation,
business affairs, and financial condition of Borrower which Bank may reasonably
request. NON-DEFAULT CERTIFICATE FROM BORROWER. Deliver to Bank, with the
Financial Statements required herein, a certificate signed by Borrower, if
Borrower is an individual, or by a principal financial officer of Borrower
warranting that no "Default" as specified in the Loan Documents nor any event
which, upon the giving of notice or lapse of time or both, would constitute such
a Default, has occurred. ESTOPPEL CERTIFICATE. Furnish, within 15 days after
request by Bank, a written statement duly acknowledged of the amount due under
the Loan and whether offsets or defenses exist against the Obligations.
NEGATIVE COVENANTS. Borrower agrees that from the date of this Agreement and
until final payment in full of the Obligations, unless Bank shall otherwise
consent in writing, Borrower will not: DEFAULT ON OTHER CONTRACTS OR
OBLIGATIONS. Default on any material contract with or obligation when due to a
third party or default in the performance of any obligation to a third party
incurred for money borrowed. JUDGMENT ENTERED. Permit the entry of any monetary
judgment or the assessment against, the filing of any tax lien against, or the
issuance of any writ of garnishment or attachment against any property of or
debts due Borrower. GOVERNMENT INTERVENTION. Permit the assertion or making of
any seizure, vesting or intervention by or under authority of any government by
which the management of Borrower or any
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guarantor is displaced of its authority in the conduct of its respective
business or such business is curtailed or materially impaired. PREPAYMENT OF
OTHER DEBT. Retire any long-term debt entered into prior to the date of this
Agreement in advance of its legal obligation to do so. RETIRE OR REPURCHASE
CAPITAL STOCK. Retire or otherwise acquire any of its capital stock except as
permitted by waiver letter from Bank to Borrower dated May 13, 1999 authorizing
the repurchase of up to two million shares of capital stock under the Borrowers
existing share repurchase program.
FINANCIAL COVENANTS. Borrower agrees to the following provisions from the date
hereof until final payment in full of the Obligations, unless Bank shall
otherwise consent in writing: DEPOSIT RELATIONSHIP. Borrower shall maintain its
primary depository account and cash management account(s) with Bank. LIQUIDITY
REQUIREMENT. Borrower shall, at all times, maintain aggregate unrestricted cash
and unencumbered timeshare receivables of not less than $20,000,000. ADJUSTED
TANGIBLE NET WORTH. Borrower shall, at all times, maintain an Adjusted Tangible
Net Worth of at least $165,000,000. "Adjusted Tangible Net Worth" shall mean
total assets minus total liabilities. For purposes of this computation, the
aggregate amount of any intangible assets of Borrower including without
limitation, goodwill, franchises, licenses, patents, trademarks, trade names,
copyrights, service marks, and brand names, shall be subtracted from total
assets, and total liabilities shall exclude subordinated debt. ADJUSTED TOTAL
LIABILITIES TO ADJUSTED TANGIBLE NET WORTH RATIO. Borrower shall, at all times,
maintain a ratio of Adjusted Total Liabilities to Adjusted Tangible Net Worth of
not more than 2.00 to 1.00. "Adjusted Total Liabilities" shall mean the sum of
total liabilities, including capitalized leases and all reserves for deferred
taxes and other deferred sums appearing on the liabilities side of a balance
sheet, in accordance with generally accepted accounting principles applied on a
consistent basis, excluding subordinated debt. COMPLIANCE CERTIFICATE. Borrower
shall furnish Bank with a quarterly covenant compliance certificate
demonstrating Borrower's compliance with the above Financial Covenants.
ANNUAL FINANCIAL STATEMENTS. Borrower shall deliver to Bank, within 90 days
after the close of each fiscal year, audited financial statements reflecting its
operations during such fiscal year, including, without limitation, a balance
sheet, profit and loss statement and statement of cash flow, with supporting
schedules; all on a consolidated and consolidating basis and in reasonable
detail, prepared in conformity with generally accepted accounting principles,
applied on a basis consistent with that of the preceding year. All such
statements shall be examined by an independent certified public accountant
acceptable to Bank. The opinion of such independent certified public accountant
shall not be acceptable to Bank if qualified due to any limitations in scope
imposed by Borrower. Any other qualification of the opinion by the accountant
shall render the acceptability of the financial statements subject to Bank's
approval. For purposes of this paragraph and the following paragraph, the term
"Borrower" shall mean Bluegreen Corporation and all Subsidiaries.
PERIODIC FINANCIAL STATEMENTS. Borrower shall deliver to Bank unaudited
management-prepared consolidated and consolidating quarterly financial
statements including, without limitation, a balance sheet, profit and loss
statement and statement of cash flows, with supporting schedules, as soon as
available and in any event within 45 days after the close of each such period;
all in reasonable detail and prepared in conformity with generally accepted
accounting principles, applied on a basis consistent with that of the preceding
year. Such statements shall be certified as to their correctness by a principal
financial officer of Borrower and in each case, if audited statements are
required, subject to audit and year-end adjustments.
FINANCIAL AND OTHER INFORMATION. Borrower shall deliver to Bank such information
as Bank may reasonably request from time to time, including without limitation,
financial statements and information pertaining to Borrower's financial
condition. Such information shall be true, complete, and accurate.
ACKNOWLEDGMENTS. Borrower acknowledges and represents that the Renewal Note and
other Loan Documents, as amended hereby, are in full force and effect without
any defense, counterclaim, right or claim of set-off; that, after giving effect
to this Agreement, no default or event that with the passage of time or giving
of notice would constitute a default under the Loan Documents has occurred; that
all representations and warranties contained in the Loan Documents are true and
correct as of this date; that
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Borrower has taken all necessary action to authorize the execution and delivery
of this Agreement; and that this Agreement is a modification of an existing
obligation and is not a novation.
MISCELLANEOUS. This Agreement applies to the Loan, Line of Credit and all Loan
Documents. The terms "Loan Documents" and "Obligations," as used in this
Agreement, are defined in the Note. The term "Borrower" shall include its
Subsidiaries and Affiliates. As used in this Agreement as to Borrower,
"Subsidiary" shall mean any corporation of which more than 50% of the issued and
outstanding voting stock is owned directly or indirectly by Borrower. As to
Borrower, "Affiliate" shall have the meaning as defined in 11 U.S.C. ss. 101,
except that the term "debtor" therein shall be substituted by the term
"Borrower" herein. This Agreement shall be construed in accordance with and
governed by the laws of the applicable state as originally provided in the Loan
Documents, without reference to that state's conflicts of laws principles. This
Agreement and the other Loan Documents constitute the sole agreement of the
parties with respect to the subject matter thereof and supersede all oral
negotiations and prior writings with respect to the subject matter thereof. No
amendment of this Agreement, and no waiver of any one or more of the provisions
hereof shall be effective unless set forth in writing and signed by the parties
hereto. The illegality, unenforceability or inconsistency of any provision of
this Agreement shall not in any way affect or impair the legality,
enforceability or consistency of the remaining provisions of this Agreement or
the other Loan Documents. This Agreement and the other Loan Documents are
intended to be consistent. However, in the event of any inconsistencies among
this Agreement and any of the Loan Documents, the terms of this Agreement, and
then the Note, shall control. This Agreement may be executed in any number of
counterparts and by the different parties on separate counterparts. Each such
counterpart shall be deemed an original, but all such counterparts shall
together constitute one and the same agreement. Terms used in this Agreement
which are capitalized and not otherwise defined herein shall have the meanings
ascribed to such terms in the Loan Documents.
IN WITNESS WHEREOF, the undersigned have signed and sealed this Agreement the
day and year first above written.
Bluegreen Corporation
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, Senior Vice President
Bluegreen Resorts Management, Inc.
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
Bluegreen Vacations Unlimited, Inc.
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
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Bluegreen Holding Corporation (Texas)
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
Properties of the Southwest One, Inc.
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, Executive Vice President
Bluegreen Southwest One, L.P.
By: Properties of the Southwest One, Inc.,
its: General Partner
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, Executive Vice President
Bluegreen Asset Management Corporation
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
Bluegreen Carolina Lands, LLC.
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
Bluegreen Corporation of Tennessee
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
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Bluegreen Corporation of the Rockies
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
Bluegreen Corporation of Virginia, Inc.
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
Bluegreen Resorts International, Inc.
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
Carolina National Golf Club, Inc.
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
Leisure Capital Corporation
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
Bluegreen West Corporation
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
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BG/RDI Acquisition Corp.
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
Bluegreen Corporation Great Lakes (WI)
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
Bluegreen Corporation of Canada
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
Bluegreen Golf Clubs, Inc.
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, Vice President/Secretary
Bluegreen Interiors, LLC.
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
Bluegreen Southwest Land, Inc.
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, Vice President/Secretary
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New England Advertising Corp.
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
South Florida Aviation, Inc.
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
Winding River Realty, Inc.
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
Jordan Lake Preserve Corporation
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
Leisure Communication Network, Inc.
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
First Union National Bank
CORPORATE By: /s/ Xxxxxxxxxx Xxxxx
SEAL -------------------------------------------------
Xxxxxxxxxx Xxxxx, Vice President
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RENEWAL PROMISSORY NOTE
$10,000,000.00 December 31, 2000
Bluegreen Corporation
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Resorts Management, Inc.
f/k/a RDI Resort Services Corporation
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Vacations Unlimited, Inc.
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Holding Corporation (Texas)
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Properties of the Southwest One, Inc.
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Southwest One, L.P.
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Asset Management Corporation
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Carolina Lands, LLC.
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Corporation of Tennessee
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Corporation of the Rockies
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
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Bluegreen Properties of Virginia, Inc.
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Resorts International, Inc.
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Carolina National Golf Club, Inc.
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Leisure Capital Corporation
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen West Corporation
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
BG/RDI Acquisition Corp.
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Corporation Great Lakes (WI)
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Corporation of Canada
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Golf Clubs, Inc.
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Interiors, LLC.
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Southwest Land, Inc.
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
New England Advertising Corp.
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
South Florida Aviation, Inc.
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
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Winding River Realty, Inc.
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Jordan Lake Preserve Corporation
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
Leisure Communication Network, Inc.
0000 Xxxx Xxxx Xxxxx
Xxxx Xxxxx, Xxxxxxx 00000
(INDIVIDUALLY AND COLLECTIVELY "BORROWER")
First Union National Bank
000 Xxxxx Xxxxx Xxxxxx - XX0000
Xxxxxxxxxxxx, Xxxxxxx 00000
(HEREINAFTER REFERRED TO AS THE "BANK")
Borrower promises to pay to the order of Bank, in lawful money of the United
States of America, at its office indicated above or wherever else Bank may
specify, the sum of Ten Million and No/100 Dollars ($10,000,000.00) or such sum
as may be advanced and outstanding from time to time with interest on the unpaid
principal balance at the rate and on the terms provided in this Promissory Note
(including all renewals, extensions or modifications hereof, this "Note").
RENEWAL/MODIFICATION. This Promissory Note renews, extends and/or modifies that
certain Consolidated Promissory Note dated November 3, 1999 (the "Original
Promissory Note"), evidencing an original principal amount of $10,000,000.00.
This Promissory Note is not a novation.
INTEREST RATE. Interest shall accrue on the unpaid principal balance of this
Note from the date hereof at the LIBOR Market Index Rate plus 2.00% as that rate
may change from day to day in accordance with changes in the LIBOR Market Index
Rate ("Interest Rate"). "LIBOR Market Index Rate", for any day, is the rate for
1 month U.S. dollar deposits as reported on Telerate page 3750 as of 11:00 a.m.,
London time, on such day, or if such day is not a London business day, then the
immediately preceding London business day (or if not so reported, then as
determined by Bank from another recognized source or interbank quotation).
DEFAULT RATE. In addition to all other rights contained in this Note, if a
Default (defined herein) occurs and as long as a Default continues, all
outstanding Obligations shall bear interest at the Interest Rate plus 3%
("Default Rate"). The Default Rate shall also apply from acceleration until the
Obligations or any judgment thereon is paid in full.
INTEREST AND FEE(S) COMPUTATION. (ACTUAL/360). Interest and fees, if any, shall
be computed on the basis of a 360-day year for the actual number of days in the
applicable period ("Actual/360 Computation"). The Actual/360 Computation
determines the annual effective yield by taking the stated (nominal) rate for a
year's period and then dividing said rate by 360 to determine the daily periodic
rate to be applied for each day in the applicable period. Application of the
Actual/360 Computation produces an annualized effective rate exceeding that of
the nominal rate.
REPAYMENT TERMS. This Note shall be due and payable in consecutive monthly
payments of accrued interest only commencing on January 3, 2001, and on the same
day of each month thereafter until fully
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paid. In any event, all principal and accrued interest shall be due and payable
on September 30, 2000 unless extended by Bank in writing pursuant to the terms
of the Loan Documents.
APPLICATION OF PAYMENTS. Monies received by Bank from any source for application
toward payment of the Obligations shall be applied to accrued interest and then
to principal. If a Default occurs, monies may be applied to the Obligations in
any manner or order deemed appropriate by Bank.
If any payment received by Bank under this Note or other Loan Documents is
rescinded, avoided or for any reason returned by Bank because of any adverse
claim or threatened action, the returned payment shall remain payable as an
obligation of all persons liable under this Note or other Loan Documents as
though such payment had not been made.
DEFINITIONS. LOAN DOCUMENTS. The term "Loan Documents" used in this Note and
other Loan Documents refers to all documents executed in connection with the
loan evidenced by this Note and any prior notes which evidence all or any
portion of the loan evidenced by this Note, and may include, without limitation,
a commitment letter that survives closing, a loan agreement, this Note, guaranty
agreements, security agreements, security instruments, financing statements,
mortgage instruments, any renewals or modifications, whenever any of the
foregoing are executed, but does not include swap agreements (as defined in 11
U.S.C. ss. 101). OBLIGATIONS. The term "Obligations" used in this Note refers to
any and all indebtedness and other obligations under this Note, all other
obligations under any other Loan Document(s), and all obligations under any swap
agreements as defined in 11 U.S.C. ss. 101 between Borrower and Bank whenever
executed. CERTAIN OTHER TERMS. All terms that are used but not otherwise defined
in any of the Loan Documents shall have the definitions provided in the Uniform
Commercial Code.
LATE CHARGE. If any payments are not timely made, Borrower shall also pay to
Bank a late charge equal to 5% of each payment past due for 10 or more days.
Acceptance by Bank of any late payment without an accompanying late charge shall
not be deemed a waiver of Bank's right to collect such late charge or to collect
a late charge for any subsequent late payment received.
If this Note is secured by owner-occupied residential real property located
outside the state in which the office of Bank first shown above is located, the
late charge laws of the state where the real property is located shall apply to
this Note and the late charge shall be the highest amount allowable under such
laws. If no amount is stated thereunder, the late charge shall be 5% of each
payment past due for 10 or more days.
ATTORNEYS' FEES AND OTHER COLLECTION COSTS. Borrower shall pay all of Bank's
reasonable expenses incurred to enforce or collect any of the Obligations,
including, without limitation, reasonable arbitration, paralegals', attorneys'
and experts' fees and expenses, whether incurred without the commencement of a
suit, in any trial, arbitration, or administrative proceeding, or in any
appellate or bankruptcy proceeding.
USURY. If at any time the effective interest rate under this Note would, but for
this paragraph, exceed the maximum lawful rate, the effective interest rate
under this Note shall be the maximum lawful rate, and any amount received by
Bank in excess of such rate shall be applied to principal and then to fees and
expenses, or, if no such amounts are owing, returned to Borrower.
DEFAULT. If any of the following occurs, a default ("Default") under this Note
shall exist: NONPAYMENT; NONPERFORMANCE. The failure of timely payment or
performance of the Obligations or Default under this Note or any other Loan
Documents. FALSE WARRANTY. A warranty or representation made or deemed made in
the Loan Documents or furnished Bank in connection with the loan evidenced by
this Note proves materially false, or if of a continuing nature, becomes
materially false. CROSS DEFAULT. At Bank's option,
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any default in payment or performance of any obligation under any other loans,
contracts or agreements of Borrower, any Subsidiary or Affiliate of Borrower,
any general partner of or the holder(s) of the majority ownership interests of
Borrower with Bank or its affiliates ("Affiliate" shall have the meaning as
defined in 11 U.S.C. ss. 101, except that the term "debtor" therein shall be
substituted by the term "Borrower" herein; "Subsidiary" shall mean any business
in which Borrower holds, directly or indirectly, a controlling interest).
CESSATION; BANKRUPTCY. The death of, appointment of guardian for, dissolution
of, termination of existence of, loss of good standing status by, appointment of
a receiver for, assignment for the benefit of creditors of, or commencement of
any bankruptcy or insolvency proceeding by or against the Borrower, its
Subsidiaries or Affiliates, if any, or any general partner of or the holder(s)
of the majority ownership interests of Borrower, or any party to the Loan
Documents. MATERIAL CAPITAL STRUCTURE OR BUSINESS ALTERATION. Without prior
written consent of Bank, (i) a material alteration in the kind or type of
Borrower's business or that of Borrower's Subsidiaries or Affiliates, if any;
(ii) the sale of substantially all of the business or assets of Borrower, any of
Borrower's Subsidiaries or Affiliates or guarantor or a material portion (10% or
more) of such business or assets if such a sale is outside the ordinary course
of business of Borrower, or any of Borrower's Subsidiaries or Affiliates or any
guarantor or more than 50% of the outstanding stock or voting power of or in any
such entity in a single transaction or a series of transactions; (iii) the
acquisition of substantially all of the business or assets or more than 50% of
the outstanding stock or voting power of any other entity; or (iv) should any
Borrower, or any of Borrower's Subsidiaries or Affiliates or any guarantor enter
into any merger or consolidation.
REMEDIES UPON DEFAULT. If a Default occurs under this Note or any Loan
Documents, Bank may at any time thereafter, take the following actions: BANK
LIEN. Foreclose its security interest or lien against Borrower's accounts
without notice. ACCELERATION UPON DEFAULT. Accelerate the maturity of this Note
and all other Obligations, and all of the Obligations shall be immediately due
and payable. CUMULATIVE. Exercise any rights and remedies as provided under the
Note and other Loan Documents, or as provided by law or equity.
FINANCIAL AND OTHER INFORMATION. Borrower shall deliver to Bank such information
as Bank may reasonably request from time to time, including without limitation,
financial statements and information pertaining to Borrower's financial
condition. Such information shall be true, complete, and accurate.
LINE OF CREDIT ADVANCES. Borrower may borrow, repay and reborrow, and Bank may
advance and readvance under this Note respectively from time to time until the
maturity hereof (each an "Advance" and together the "Advances") in accordance
with the Loan Documents. Bank's obligation to make Advances under this Note
shall terminate if Borrower is in Default or a representation in any of the Loan
Documents is false or has become false. As of the date of each proposed Advance,
Borrower shall be deemed to represent that each representation made in the Loan
Documents is true as of such date.
If Borrower subscribes to Bank's cash management services and such services are
applicable to this line of credit, the terms of such service shall control the
manner in which funds are transferred between the applicable demand deposit
account and the line of credit for credit or debit to the line of credit.
WAIVERS AND AMENDMENTS. No waivers, amendments or modifications of this Note and
other Loan Documents shall be valid unless in writing and signed by an officer
of Bank. No waiver by Bank of any Default shall operate as a waiver of any other
Default or the same Default on a future occasion. Neither the failure nor any
delay on the part of Bank in exercising any right, power, or remedy under this
Note and other Loan Documents shall operate as a waiver thereof, nor shall a
single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or remedy.
Each Borrower or any person liable under this Note waives presentment, protest,
notice of dishonor, demand for payment, notice of intention to accelerate
maturity, notice of acceleration of maturity, notice of sale and all other
notices of any kind. Further, each agrees that Bank may extend, modify or renew
this Note or make a novation of the loan evidenced by this Note for any period
and grant any releases, compromises or indulgences with respect to any
collateral securing this Note, or with respect to any other
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Borrower or any other person liable under this Note or other Loan Documents, all
without notice to or consent of each Borrower or each person who may be liable
under this Note or other Loan Documents and without affecting the liability of
Borrower or any person who may be liable under this Note or other Loan
Documents.
MISCELLANEOUS PROVISIONS. ASSIGNMENT. This Note and other Loan Documents shall
inure to the benefit of and be binding upon the parties and their respective
heirs, legal representatives, successors and assigns. Bank's interests in and
rights under this Note and other Loan Documents are freely assignable, in whole
or in part, by Bank. In addition, nothing in this Note or any of the Loan
Documents shall prohibit Bank from pledging or assigning this Note or any of the
Loan Documents or any interest therein to any Federal Reserve Bank. Borrower
shall not assign its rights and interest hereunder without the prior written
consent of Bank, and any attempt by Borrower to assign without Bank's prior
written consent is null and void. Any assignment shall not release Borrower from
the Obligations. APPLICABLE LAW; CONFLICT BETWEEN DOCUMENTS. This Note and other
Loan Documents shall be governed by and construed under the laws of the state
named in Bank's address shown above without regard to that state's conflict of
laws principles. If the terms of this Note should conflict with the terms of the
loan agreement or any commitment letter that survives closing, the terms of this
Note shall control. BORROWER'S ACCOUNTS. Except as prohibited by law, Borrower
grants Bank a security interest in all of Borrower's accounts with Bank and any
of its affiliates. JURISDICTION. Borrower irrevocably agrees to non-exclusive
personal jurisdiction in the state named in Bank's address shown above.
SEVERABILITY. If any provision of this Note or of the other Loan Documents shall
be prohibited or invalid under applicable law, such provision shall be
ineffective but only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Note or other such document. NOTICES. Any notices to Borrower shall be
sufficiently given, if in writing and mailed or delivered to the Borrower's
address shown above or such other address as provided hereunder, and to Bank, if
in writing and mailed or delivered to Bank's office address shown above or such
other address as Bank may specify in writing from time to time. In the event
that Borrower changes Borrower's address at any time prior to the date the
Obligations are paid in full, Borrower agrees to promptly give written notice of
said change of address by registered or certified mail, return receipt
requested, all charges prepaid. PLURAL; CAPTIONS. All references in the Loan
Documents to Borrower, guarantor, person, document or other nouns of reference
mean both the singular and plural form, as the case may be, and the term
"person" shall mean any individual, person or entity. The captions contained in
the Loan Documents are inserted for convenience only and shall not affect the
meaning or interpretation of the Loan Documents. BINDING CONTRACT. Borrower by
execution of and Bank by acceptance of this Note agree that each party is bound
to all terms and provisions of this Note. ADVANCES. Bank in its sole discretion
may make other Advances under this Note pursuant hereto. Posting of Payments.
All payments received during normal banking hours after 2:00 p.m. local time at
the office of Bank first shown above shall be deemed received at the opening of
the next banking day. JOINT AND SEVERAL OBLIGATIONS. Each Borrower is jointly
and severally obligated under this Note. FEES AND TAXES. Borrower shall promptly
pay all documentary, intangible recordation and/or similar taxes on this
transaction whether assessed at closing or arising from time to time.
ARBITRATION. Upon demand of any party hereto, whether made before or after
institution of any judicial proceeding, any claim or controversy arising out of
or relating to the Loan Documents between parties hereto (a "Dispute") shall be
resolved by binding arbitration conducted under and governed by the Commercial
Financial Disputes Arbitration Rules (the "Arbitration Rules") of the American
Arbitration Association (the "AAA") and the Federal Arbitration Act. Disputes
may include, without limitation, tort claims, counterclaims, a dispute as to
whether a matter is subject to arbitration, claims brought as class actions, or
claims arising from documents executed in the future. A judgment upon the award
may be entered in any court having jurisdiction. Notwithstanding the foregoing,
this arbitration provision does not apply to disputes under or related to swap
agreements. SPECIAL RULES. All arbitration hearings shall be conducted in the
city named in the address of Bank first stated above. A hearing shall begin
within 90 days of demand for arbitration and all hearings shall conclude within
120 days of demand for arbitration. These time limitations may not be extended
unless a party shows cause for extension and then for no more than a total of 60
days. The expedited procedures set forth in Rule 51 et seq. of the Arbitration
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Rules shall be applicable to claims of less than $1,000,000.00. Arbitrators
shall be licensed attorneys selected from the Commercial Financial Dispute
Arbitration Panel of the AAA. The parties do not waive applicable Federal or
state substantive law except as provided herein. PRESERVATION AND LIMITATION OF
REMEDIES. Notwithstanding the preceding binding arbitration provisions, the
parties agree to preserve, without diminution, certain remedies that any party
may exercise before or after an arbitration proceeding is brought. The parties
shall have the right to proceed in any court of proper jurisdiction or by
self-help to exercise or prosecute the following remedies, as applicable: (i)
all rights to foreclose against any real or personal property or other security
by exercising a power of sale or under applicable law by judicial foreclosure
including a proceeding to confirm the sale; (ii) all rights of self-help
including peaceful occupation of real property and collection of rents, set-off,
and peaceful possession of personal property; (iii) obtaining provisional or
ancillary remedies including injunctive relief, sequestration, garnishment,
attachment, appointment of receiver and filing an involuntary bankruptcy
proceeding; and (iv) when applicable, a judgment by confession of judgment. Any
claim or controversy with regard to any party's entitlement to such remedies is
a Dispute. WAIVER OF EXEMPLARY DAMAGES. The parties agree that they shall not
have a remedy of punitive or exemplary damages against other parties in any
Dispute and hereby waive any right or claim to punitive or exemplary damages
they have now or which may arise in the future in connection with any Dispute
whether the Dispute is resolved by arbitration or judicially. WAIVER OF JURY
TRIAL. THE PARTIES ACKNOWLEDGE THAT BY AGREEING TO BINDING ARBITRATION THEY HAVE
IRREVOCABLY WAIVED ANY RIGHT THEY MAY HAVE TO JURY TRIAL WITH REGARD TO A
DISPUTE.
IN WITNESS WHEREOF, Borrower, on the day and year first above written, has
caused this Note to be executed under seal.
Bluegreen Corporation
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, Senior Vice President
Bluegreen Resorts Management, Inc.
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
Bluegreen Vacations Unlimited, Inc.
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
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Bluegreen Holding Corporation (Texas)
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
Properties of the Southwest One, Inc.
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, Executive Vice President
Bluegreen Southwest One, L.P.
By: Properties of the Southwest One, Inc.,
its: General Partner
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, Executive Vice President
Bluegreen Asset Management Corporation
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
Bluegreen Carolina Lands, LLC.
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
Bluegreen Corporation of Tennessee
Taxpayer Identification Number: 03-0316460
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
8
20
Bluegreen Corporation of the Rockies
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
Bluegreen Corporation of Virginia, Inc.
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
Bluegreen Resorts International, Inc.
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
Carolina National Golf Club, Inc.
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
Leisure Capital Corporation
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
Bluegreen West Corporation
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
9
21
BG/RDI Acquisition Corp.
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
Bluegreen Corporation Great Lakes (WI)
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
Bluegreen Corporation of Canada
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
Bluegreen Golf Clubs, Inc.
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, Vice President/Secretary
Bluegreen Interiors, LLC.
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
Bluegreen Southwest Land, Inc.
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, Vice President/Secretary
10
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New England Advertising Corp.
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
South Florida Aviation, Inc.
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
Winding River Realty, Inc.
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
Jordan Lake Preserve Corporation
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
Leisure Communication Network, Inc.
Taxpayer Identification Number: 00-0000000
CORPORATE By: /s/ Xxxxxxx X. Xxxxxxx
SEAL -------------------------------------------------
Xxxxxxx X. Xxxxxxx, President
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