Exhibit 4 Rights Agreement, dated as of January 10, 1997, between BFC Financial Corporation and Chase Mellon Shareholder Services, L.L.C., as Rights AgentRights Agreement • January 16th, 1997 • BFC Financial Corp • Savings institution, federally chartered • Florida
AGREEMENT AND PLAN OF MERGER among HILTON GRAND VACATIONS INC., HEAT MERGER SUB, INC. and BLUEGREEN VACATIONS HOLDING CORPORATION Dated as of November 5, 2023Merger Agreement • November 9th, 2023 • Bluegreen Vacations Holding Corp • Real estate • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 5, 2023, is made by and among Hilton Grand Vacations Inc., a Delaware corporation (“Parent”), Heat Merger Sub, Inc., a Florida corporation and an indirect wholly-owned Subsidiary of Parent (“Merger Sub”), and Bluegreen Vacations Holding Corporation, a Florida corporation (the “Company”).
BBX CAPITAL CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent RIGHTS AGREEMENT Dated as of June 17, 2020Rights Agreement • June 18th, 2020 • BBX Capital Corp • Real estate • Florida
such person becomes the beneficial owner of one or more additional shares of Class A Common Stock or Class B Common Stock (other than pursuant to certain limited exceptions expressly set forth in the Rights Agreement, including a dividend or distribution paid or made by the Company on its Common Stock in shares of Common Stock or pursuant to a split or subdivision of the outstanding Common Stock) which results in such person beneficially owning 5% or more of the outstanding shares of Class A Common Stock, Class B Common Stock or total combined Common Stock.
BXG RECEIVABLES NOTE TRUST 2023-A,Indenture • June 20th, 2023 • Bluegreen Vacations Holding Corp • Real estate • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2017 • BBX Capital Corp • Real estate • Florida
THIS EMPLOYMENT AGREEMENT (this “Agreement”), is signed as of November 12, 2012, by and between BBX Capital Corporation, a Florida corporation (the “Company”) and Alan B. Levan (the “Executive”) but effective as of September 30, 2012 (the “Effective Date”).
RIGHTS AGREEMENT dated as of September 21, 2009 between BFC FINANCIAL CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Rights AgentRights Agreement • September 25th, 2009 • BFC Financial Corp • Savings institution, federally chartered • Florida
RIGHTS AGREEMENT, dated as of September 21, 2009 (the “Agreement”), between BFC Financial Corporation, a Florida corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Rights Agent”).
PURCHASE AND CONTRIBUTION AGREEMENTPurchase and Contribution Agreement • June 20th, 2023 • Bluegreen Vacations Holding Corp • Real estate • New York
SALE AGREEMENTSale Agreement • June 20th, 2023 • Bluegreen Vacations Holding Corp • Real estate • New York
TRANSFER AGREEMENTTransfer Agreement • June 20th, 2023 • Bluegreen Vacations Holding Corp • Real estate • New York
THIRD AMENDED and RESTATED LOAN AND SECURITY AGREEMENT (Hypothecation Facility) By and Between ZB, N.A. DBA NATIONAL BANK OF ARIZONA and BLUEGREEN/BIG CEDAR VACATIONS, LLC Dated: September 25, 2020Loan and Security Agreement • October 1st, 2020 • Bluegreen Vacations Holding Corp • Real estate • Arizona
THIS THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (together with the Exhibits and Schedules attached hereto, collectively, this “Agreement”) is made as of September 25, 2020 by and between BLUEGREEN/BIG CEDAR VACATIONS, LLC, a Delaware limited liability company (“Borrower”) and ZB, N.A. DBA NATIONAL BANK OF ARIZONA, a national banking association (“Lender”).
TAX MATTERS AGREEMENTTax Matters Agreement • September 29th, 2020 • BBX Capital Corp • Real estate
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of September 25, 2020, is by and among BBX Capital Corporation, a Florida corporation (“Parent”), and BBX Capital Florida LLC, a Florida limited liability company (“New BBX Capital”). Each of Parent and New BBX Capital is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
PURCHASE AND CONTRIBUTION AGREEMENTPurchase and Contribution Agreement • February 3rd, 2015 • BFC Financial Corp • Savings institution, federally chartered • New York
This PURCHASE AND CONTRIBUTION AGREEMENT (this “Agreement”), dated as of January 15, 2015, is by and among Bluegreen Corporation, a Florida corporation (“Bluegreen” or a “Seller”) and BRFC 2015-A LLC, a Delaware limited liability company (the “Depositor”) and their respective permitted successors and assigns.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • September 29th, 2020 • BBX Capital Corp • Real estate
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of September 25, 2020, is by and among BBX Capital Corporation, a Florida corporation (“Parent”), and BBX Capital Florida LLC, a Florida limited liability company (“New BBX Capital”). Each of Parent and New BBX Capital is sometimes referred to herein as a “Party” and, collectively, as the “Parties.” For purposes of this Agreement, capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to such terms in the Separation Agreement (as defined below).
SALE AGREEMENTSale Agreement • February 3rd, 2015 • BFC Financial Corp • Savings institution, federally chartered • New York
This SALE AGREEMENT (this “Agreement”), dated as of January 15, 2015 is by and among BRFC 2015-A LLC, a Delaware limited liability company (the “Depositor”), and BXG Receivables Note Trust 2015-A, a statutory trust formed under the laws of the State of Delaware (the “Issuer”), and their respective permitted successors and assigns.
PROMISSORY NOTE (Acquisition Loan)Promissory Note • April 23rd, 2018 • BBX Capital Corp • Real estate • Arizona
This Promissory Note (this “Note”) is executed pursuant to an Acquisition Loan and Security Agreement dated as of April 17, 2018 between Borrower and Holder (together with any and all amendments, supplements and restatements thereof, the “Loan Agreement”) and evidences the Advances under a non-revolving acquisition loan (the “Loan”). This Note also evidences Borrower's obligation to repay, with interest, all additional monies advanced or expended from time to time by Holder to or for the account of Borrower or otherwise added to the principal balance of this Note, as provided in the Loan Agreement, whether or not the principal amount shall thereby exceed the principal amount stated above.
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • September 29th, 2020 • BBX Capital Corp • Real estate
This EMPLOYEE MATTERS AGREEMENT, dated as of September 25, 2020 (this “Agreement”), is entered into by and among BBX Capital Corporation, a Florida corporation (“Parent”), and BBX Capital Florida LLC, a Florida limited liability company (“New BBX Capital”). Each of Parent and New BBX Capital is referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to such terms in the Separation Agreement (as defined below).
TRANSFER AGREEMENTTransfer Agreement • February 3rd, 2015 • BFC Financial Corp • Savings institution, federally chartered • New York
This TRANSFER AGREEMENT (this “Agreement”), dated as of January 15, 2015, is by and among Bluegreen Corporation, a Florida corporation (“Bluegreen”), BXG Timeshare Trust I, a statutory trust formed under the laws of the State of Delaware (“BXG Timeshare I” or the “Seller”) and BRFC 2015-A LLC, a Delaware limited liability company (the “Depositor”), and their respective permitted successors and assigns.
Form of Rule 10b5-1 Trading PlanRule 10b5-1 Trading Plan • October 1st, 2014 • BFC Financial Corp • Savings institution, federally chartered • New York
This Trading Plan (the “Trading Plan”) is entered into on March 18, 2014 (“Seller’s Adoption Date”) between (“Seller) and UBS Financial Services Inc. (“UBSFS”) for the purpose of selling, in accordance with Rule 10b5-1(c)(1) of the Securities Exchange Act of 1934 as amended (the “Exchange Act”), shares of Class A common stock of BBX Capital Corporation (“Issuer”), BBX (Ticker) listed on Exhibit A (“Stock”), which may include shares that the Seller has the right to acquire under outstanding stock options (“the Options”); shares that are acquired by Seller pursuant to the Issuer’s employee stock purchase plan (the “ESPP Stock”); shares that are acquired upon vesting of outstanding restricted stock units/awards from Issuer (“RSUs/RSAs”); and shares that are acquired upon vesting of outstanding performance share awards from Issuer (“PSAs”).
6,498,648 Shares Bluegreen Vacations Corporation Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 21st, 2017 • BBX Capital Corp • Real estate • New York
Bluegreen Vacations Corporation, a Florida corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom Stifel, Nicolaus & Company, Incorporated (“Stifel”) and Credit Suisse Securities (USA) LLC (“Credit Suisse”) are acting as representatives (together, “you” or the “Representatives”), and the shareholder of the Company named in Schedule II hereto (the “Selling Shareholder”) proposes to sell to the Underwriters, an aggregate of 6,498,648 shares (the “Firm Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”), of which 3,736,723 shares are to be issued and sold by the Company and 2,761,925 shares are to be sold by the Selling Shareholder. The Selling Shareholder also proposes to sell to the Underwriters, at the option of the Underwriters, up to an additional 974,797 shares of Common Stock (the “Option Shares” and, together with the Firm Shares, the “Shares”).
SECOND AMENDED AND RESTATED LOAN AGREEMENT (Inventory Facility) By and Between ZB, N.A. DBA NATIONAL BANK OF ARIZONA and BLUEGREEN/BIG CEDAR VACATIONS, LLC Dated: September 28, 2017Loan Agreement • October 4th, 2017 • BBX Capital Corp • Real estate • Arizona
SECOND AMENDED AND RESTATED RECEIVABLES LOAN NOTEReceivables Loan Note • March 16th, 2018 • BBX Capital Corp • Real estate • Connecticut
FOR VALUE RECEIVED, the undersigned, BLUEGREEN VACATIONS CORPORATION, a Florida corporation formerly known as Bluegreen Corporation (the “Borrower”), promises to pay to the order of LIBERTY BANK, a Connecticut nonstock mutual savings bank (“Lender”) the principal sum of FIFTY MILLION DOLLARS ($50,000,000) or such greater or lesser amount as may be advanced by Lender as the Receivables Loan under the Receivables Loan Agreement (as defined below), together with interest on the unpaid principal balance hereof, before and after maturity, by acceleration or otherwise, at the rate hereinafter provided, and with the principal and interest payments required below, together with all costs of collecting this Note, including reasonable attorney’s fees.
FOURTH AMENDMENT TO AMENDED AND RESTATEDLoan and Security Agreement • March 1st, 2021 • Bluegreen Vacations Holding Corp • Real estate • New York
This FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of October 19, 2017 (“Amendment Date”), by and among BLUEGREEN VACATIONS CORPORATION, a Florida corporation f/k/a Bluegreen Corporation (“Borrower”), each of the financial institutions from time to time party hereto (individually, each a “Lender”, and collectively, the “Lenders”) and PACIFIC WESTERN BANK, a California state-chartered bank, as successor-by-merger to CapitalSource Bank, as administrative, payment and collateral agent for itself, as a Lender and the other Lenders (in such capacities, “Agent”).
WOODBRIDGE HOLDINGS, LLC PURCHASE AGREEMENT Dated as of April 2, 2013Purchase Agreement • April 5th, 2013 • BFC Financial Corp • Savings institution, federally chartered • Florida
This PURCHASE AGREEMENT (this “Agreement”), dated as of April 2, 2013, is made by and among Woodbridge Holdings, LLC, a Florida limited liability company (the “Company” or “Woodbridge”), BBX Capital Corporation, a Florida corporation (the “Investor”), and, solely for the limited purposes of Section 7, BFC Financial Corporation, a Florida corporation (“BFC”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 1st, 2021 • Bluegreen Vacations Holding Corp • Real estate • New York
This FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of August 15, 2018 (“Amendment Date”), by and among BLUEGREEN VACATIONS CORPORATION, a Florida corporation f/k/a Bluegreen Corporation (“Borrower”), each of the financial institutions from time to time party hereto (individually, each a “Lender”, and collectively, the “Lenders”) and PACIFIC WESTERN BANK, a California state-chartered bank, as successor-by-merger to CapitalSource Bank, as administrative, payment and collateral agent for itself, as a Lender and the other Lenders (in such capacities, “Agent”).
PLEDGE AGREEMENTPledge Agreement • October 29th, 2019 • BBX Capital Corp • Real estate • New York
This PLEDGE AGREEMENT, dated as of October 23, 2019 (as may be amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”), is made by Bluegreen Vacations Corporation, a Florida corporation (“Pledgor”), in favor of FIFTH THIRD BANK, in its capacity as Administrative Agent (in such capacity, together with its successors and assigns, the “Agent”) on behalf of itself as a Lender (as defined below) and the other Lenders.
Acquisition LOAN and security AGREEMENT By and Between ZB, N.A. DBA NATIONAL BANK OF ARIZONA AS LENDER and BLUEGREEN VACATIONS CORPORATION and BLUEGREEN VACATIONS UNLIMITED, INC., jointly and severally AS BORROWER Dated April 17, 2018Acquisition Loan and Security Agreement • April 23rd, 2018 • BBX Capital Corp • Real estate • Arizona
THIS ACQUISITION LOAN AND SECURITY AGREEMENT is made as of April 17, 2018 by and among BLUEGREEN VACATIONS CORPORATION, a Florida corporation (“BXG”) and BLUEGREEN VACATIONS UNLIMITED, INC., a Florida corporation (“BVU”), jointly and severally (individually and collectively, as the context requires “Borrower”) and ZB, N.A. DBA NATIONAL BANK OF ARIZONA, a national banking association (“Lender”).
STANDSTILL AGREEMENTStandstill Agreement • December 30th, 2020 • Bluegreen Vacations Holding Corp • Real estate • Florida
This Standstill Agreement (this “Agreement”) is made and entered into as of December 22, 2020 between Angelo Gordon & Co., L.P. (the “Shareholder”) and Bluegreen Vacations Holding Corporation (the “Company”).
EIGHTH COMMITMENT AMENDMENT TO LOAN SALE AND SERVICING AGREEMENTLoan Sale and Servicing Agreement • April 12th, 2018 • BBX Capital Corp • Real estate • New York
THIS EIGHTH COMMITMENT AMENDMENT TO LOAN SALE AND SERVICING AGREEMENT (this “Eighth Amendment”), dated as of April 6, 2018, is entered into by and among BBCV Receivables-Q 2010 LLC, a Delaware limited liability company, as seller (the “Seller”), Quorum Federal Credit Union, a federally chartered credit union, as buyer (the “Buyer”), Vacation Trust, Inc., a Florida Corporation, as Club Trustee (the “Club Trustee”), U.S. Bank National Association, a national banking association, as custodian and paying agent (the “Custodian”), Bluegreen Vacations Corporation, a Florida corporation, as servicer (the “Servicer”), and Concord Servicing Corporation, an Arizona corporation, as backup servicer (the “Backup Servicer”).
SECOND AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • October 29th, 2019 • BBX Capital Corp • Real estate • New York
This Second Amended and Restated Security Agreement (as may be amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”) is dated as of October 23, 2019, by and among Bluegreen Vacations Corporation, a Florida corporation (the “Borrower”), Bluegreen Vacations Unlimited, Inc., a Florida corporation (“BVU”), Bluegreen Resorts Management, Inc., a Delaware corporation (“BRM”), Bluegreen Nevada, LLC, a Delaware limited liability company (“BNV”), Bluegreen Louisiana, LLC, a Delaware limited liability company (“BL”), Bluegreen New Jersey, LLC, a Delaware limited liability company (“BNJ”), and TFRI 2013-1 LLC, a Delaware limited liability company (“TFRI” and together with each of BVU, BRM, BNV, BL and BNJ and each other Guarantor (as defined in the Credit Agreement) party hereto from time to time, each individually, a “Grantor” and, collectively, the “Grantors”), with the mailing address of the Grantors as set forth in Section 14(b) below, and Fifth Third Bank
AMENDED AND RESTATED OPERATING AGREEMENT OF WOODBRIDGE HOLDINGS, LLC (a Florida Limited Liability Company)Operating Agreement • April 5th, 2013 • BFC Financial Corp • Savings institution, federally chartered • Florida
THIS AMENDED AND RESTATED OPERATING AGREEMENT (this “Operating Agreement”) of Woodbridge Holdings, LLC, a Florida limited liability company (the “Company”), is entered into, effective as of the 2nd day of April, 2013, by BFC Financial Corporation, a Florida corporation (“BFC”), and BBX Capital Corporation, a Florida corporation (“BBX Capital” and, together with BFC, including their respective assignees or transferees in accordance with the terms hereof, the “Members”).
The NINTH COMMITMENT AMENDMENT TO LOAN SALE AND SERVICING AGREEMENTLoan Sale and Servicing Agreement • March 1st, 2021 • Bluegreen Vacations Holding Corp • Real estate • New York
THIS NINTH COMMITMENT AMENDMENT TO LOAN SALE AND SERVICING AGREEMENT (this “Ninth Amendment”), dated as of March 17, 2020, is entered into by and among BBCV Receivables-Q 2010 LLC, a Delaware limited liability company, as seller (the “Seller”), Quorum Federal Credit Union, a federally chartered credit union, as buyer (the “Buyer”), Vacation Trust, Inc., a Florida Corporation, as Club Trustee (the “Club Trustee”), U.S. Bank National Association, a national banking association, as custodian and paying agent (the “Custodian”), Bluegreen Vacations Corporation, a Florida corporation, as servicer (the “Servicer”), and Concord Servicing Corporation, an Arizona corporation, as backup servicer (the “Backup Servicer”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED OPERATING AGREEMENT OF BLUEGREEN/BIG CEDAR VACATIONS, LLC a Delaware limited liability companyOperating Agreement • August 7th, 2019 • BBX Capital Corp • Real estate • Delaware
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED OPERATING AGREEMENT OF BLUEGREEN/BIG CEDAR VACATIONS, LLC (this “Amendment”), dated as of October 1, 2010, is made and entered into by and among those Persons identified on Exhibit A to this Amendment (the “Members”).
OMNIBUS AMENDMENT NO. 2Omnibus Amendment • January 3rd, 2020 • BBX Capital Corp • Real estate • New York
Collection efforts and delinquency information concerning the timeshare loans are managed by Bluegreen Vacations Corporation (the “Servicer”) and are handled by a staff of experienced collectors, assisted by a mortgage collection computer system. The Servicer’s collectors are incentivized through a performance-based compensation program. Technological capabilities include integrated software modules, and automated lock box, credit card and clearing house processing. The Servicer'sServicer’s aim of minimizing account delinquencies by promoting satisfactory customer relations is also reflected in its collection policy. The Servicer'sServicer’s collection policy is designed to maximize cash flow and assist each obligor with the management of his or her account.
AMENDMENT NO. 2 TO AMENDED AND RESTATED MARKETING AND PROMOTIONS AGREEMENTMarketing and Promotions Agreement • August 7th, 2019 • BBX Capital Corp • Real estate • Delaware
THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED MARKETING AND PROMOTIONS AGREEMENT (this “Amendment”) is entered into this 1st day of October, 2010, by and among Big Cedar, L.L.C., a Missouri limited liability company (“Big Cedar”), Bass Pro, Inc., a Delaware corporation (“Bass Pro”), Bass Pro Outdoor World, L.L.C., a Missouri limited liability company (“BPOW”), Bass Pro Intellectual Property, L.L.C., a Missouri limited liability company (“BP Intellectual Property”), World Wide Sportsman, Inc., a South Carolina corporation (“WW Sportsman”), Bass Pro Shops Canada, Inc., an Ontario corporation (“BPS Canada”), Bass Pro Shops Canada (Calgary), Inc., a Canada corporation (“BPS Canada Calgary”), Bass Pro Shops Canada (Montreal), Inc., a Canada corporation (“BPS Canada Montreal”), BPIP, LLC, a Virginia limited liability company, (“BPIP”), Tracker Marine, L.L.C., a Missouri limited liability company (“Tracker Marine”), BPS Direct, LLC, a Delaware limited liability company (“BPS Direct”), Bluegree
SEVENTH AMENDED AND RESTATED NOTE FUNDING AGREEMENTNote Funding Agreement • March 13th, 2023 • Bluegreen Vacations Holding Corp • Real estate • New York
