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BBX Capital Corp Sample Contracts

Standard Contracts

INDENTURE
Indenture • March 31st, 2003 • Bankatlantic Bancorp Inc • Savings institution, federally chartered • New York
Exhibit 1 BankAtlantic Bancorp, Inc. Shares of Class A Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • June 28th, 2001 • Bankatlantic Bancorp Inc • Savings institution, federally chartered • Virginia
LEVITT COMPANIES, LLC
Joint Filing Agreement • April 22nd, 2002 • Bankatlantic Bancorp Inc • Savings institution, federally chartered

This will confirm the agreement by and between the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of shares of the Common Stock, par value $.01 per share, of Bluegreen Corporation is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

ARTICLE I
Loan Agreement • August 30th, 2000 • Bankatlantic Bancorp Inc • Savings institution, federally chartered • Georgia
RECITALS:
Escrow Agreement • April 22nd, 2002 • Bankatlantic Bancorp Inc • Savings institution, federally chartered • New York
BANKATLANTIC BANCORP, INC. (a Florida corporation) 3,000,000 Shares Class A Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • October 27th, 1997 • Bankatlantic Bancorp Inc • Savings institution, federally chartered • New York
EXHIBIT 10.29 AMENDED AND RESTATED TRUST AGREEMENT
Trust Agreement • March 31st, 2003 • Bankatlantic Bancorp Inc • Savings institution, federally chartered • Delaware
AGREEMENT AND PLAN OF MERGER by and between BANKATLANTIC BANCORP, INC., CSB MERGER SUB, INC.
Merger Agreement • September 14th, 2001 • Bankatlantic Bancorp Inc • Savings institution, federally chartered • Florida
FORM T-1
Trust Indenture • October 24th, 2001 • Bankatlantic Bancorp Inc • Savings institution, federally chartered
EXHIBIT 4.11 PREFERRED SECURITIES GUARANTEE AGREEMENT
Preferred Securities Guarantee Agreement • February 28th, 2002 • Bankatlantic Bancorp Inc • Savings institution, federally chartered • Florida
AMENDED AND RESTATED DECLARATION OF TRUST BY AND AMONG
Declaration of Trust • November 14th, 2002 • Bankatlantic Bancorp Inc • Savings institution, federally chartered • Connecticut
AND WILMINGTON TRUST COMPANY, AS TRUSTEE INDENTURE
Indenture • October 24th, 2001 • Bankatlantic Bancorp Inc • Savings institution, federally chartered • Florida
AND
Indenture • October 27th, 1997 • Bankatlantic Bancorp Inc • Savings institution, federally chartered
EXHIBIT 10.28 JUNIOR SUBORDINATED INDENTURE
Junior Subordinated Indenture • March 31st, 2003 • Bankatlantic Bancorp Inc • Savings institution, federally chartered • New York
ARTICLE I REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER
Voting Agreement • September 14th, 2001 • Bankatlantic Bancorp Inc • Savings institution, federally chartered • Florida
LOAN AGREEMENT
Loan Agreement • April 1st, 2002 • Bankatlantic Bancorp Inc • Savings institution, federally chartered • Georgia
BANKATLANTIC BANCORP, INC., AS ISSUER INDENTURE
Indenture • May 15th, 2003 • Bankatlantic Bancorp Inc • Savings institution, federally chartered • New York
BXG RECEIVABLES NOTE TRUST 2016-A,
Indenture • March 23rd, 2016 • BBX Capital Corp • Savings institution, federally chartered • New York
EMPLOYMENT AGREEMENT
Employment Agreement • November 15th, 2012 • BBX Capital Corp • Savings institution, federally chartered • 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 Seth Wise (the “Executive”) but effective as of September 30, 2012 (the “Effective Date”).

PURCHASE AND CONTRIBUTION AGREEMENT
Purchase and Contribution Agreement • March 23rd, 2016 • BBX Capital Corp • Savings institution, federally chartered • New York

In August 2015, Bluegreen received notice from the Internal Revenue Service that its Income Tax Return for the year ended December 31, 2013 was selected for examination. In September 2015, the examination was extended to include the tax year ended December 31, 2012. In October 2015, the examination was further extended to include payroll taxes for the year ended December 31, 2013. Bluegreen has complied with all examination requests to date. While there is no assurance as to the results of the examination, Bluegreen does not currently anticipate any material adjustments in connection with this examination.

SALE AGREEMENT
Sale Agreement • March 23rd, 2016 • BBX Capital Corp • Savings institution, federally chartered • New York

In accordance with Section 4.6(c) of that certain Indenture (the “Indenture”), dated as of March 17, 2016, by and among BXG Receivables Note Trust 2016-A, as Issuer, Bluegreen Corporation, as Servicer, Vacation Trust, Inc. as Club Trustee, Concord Servicing Corporation, as Backup Servicer, and U.S. Bank National Association, as Indenture Trustee, Custodian and Paying Agent, the undersigned hereby irrevocably waives its option to repurchase and/or substitute any Defaulted Timeshare Loan listed on Exhibit A attached hereto.

TRANSFER AGREEMENT
Transfer Agreement • March 23rd, 2016 • BBX Capital Corp • Savings institution, federally chartered • New York

In August 2015, Bluegreen received notice from the Internal Revenue Service that its Income Tax Return for the year ended December 31, 2013 was selected for examination. In September 2015, the examination was extended to include the tax year ended December 31, 2012. In October 2015, the examination was further extended to include payroll taxes for the year ended December 31, 2013. Bluegreen has complied with all examination requests to date. While there is no assurance as to the results of the examination, Bluegreen does not currently anticipate any material adjustments in connection with this examination.

BANKATLANTIC SPLIT DOLLAR LIFE INSURANCE PLAN ARTICLE I
Split Dollar Life Insurance Plan • April 1st, 2002 • Bankatlantic Bancorp Inc • Savings institution, federally chartered • Florida
PURCHASE AND CONTRIBUTION AGREEMENT
Purchase and Contribution Agreement • February 3rd, 2015 • BBX Capital 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.

SALE AGREEMENT
Sale Agreement • February 3rd, 2015 • BBX Capital 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.

FIRST AMENDED AND RESTATED PROMISSORY NOTE
Promissory Note • July 7th, 2015 • BBX Capital Corp • Savings institution, federally chartered • Arizona

This Promissory Note (this "Note") is executed pursuant to a First Amended and Restated Loan Agreement dated as of June 30, 2015 between Borrower and Holder (together with any and all amendments, supplements and restatements thereof, the "Loan Agreement") and evidences the Advances under a revolving inventory 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.

TRANSFER AGREEMENT
Transfer Agreement • February 3rd, 2015 • BBX Capital 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.

WOODBRIDGE HOLDINGS, LLC PURCHASE AGREEMENT Dated as of April 2, 2013
Purchase Agreement • April 5th, 2013 • BBX Capital 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”).

RIGHTS AGREEMENT dated as of February 7, 2013 between BBX CAPITAL CORPORATION and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Rights Agent
Rights Agreement • February 7th, 2013 • BBX Capital Corp • Savings institution, federally chartered • Florida

RIGHTS AGREEMENT, dated as of February 7, 2013 (the “Agreement”), between BBX Capital Corporation, a Florida corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Rights Agent”).