EXHIBIT 4.14
BLUEGREEN CORPORATION,
AS ISSUER,
CERTAIN OF ITS SUBSIDIARIES SPECIFIED HEREIN,
AS SUBSIDIARY GUARANTORS
AND
SUNTRUST BANK (FORMERLY SUNTRUST BANK,
CENTRAL FLORIDA, NATIONAL ASSOCIATION),
AS NOTES TRUSTEE
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SEVENTH SUPPLEMENTAL INDENTURE
DATED AS OF FEBRUARY 29, 2004
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TO
THE INDENTURE DATED AS OF APRIL 1, 1998
AMONG BLUEGREEN CORPORATION,
CERTAIN OF ITS SUBSIDIARIES AND SUNTRUST BANK (FORMERLY SUNTRUST BANK,
CENTRAL FLORIDA, NATIONAL ASSOCIATION), AS NOTES TRUSTEE,
RELATING TO $110 MILLION AGGREGATE PRINCIPAL AMOUNT OF
10 1/2% SENIOR SECURED NOTES DUE 2008
SEVENTH SUPPLEMENTAL INDENTURE
THIS SEVENTH SUPPLEMENTAL INDENTURE (the "Supplemental Indenture") is
made as of the 29th day of February, 2004, among Bluegreen Corporation, a
Massachusetts corporation (the "Company"), the Subsidiary Guarantors (as defined
in the Indenture defined below), and SunTrust Bank (formerly SunTrust Bank,
Central Florida, National Association, a national banking association), in its
capacity as trustee (the "Notes Trustee").
WHEREAS, the Company, the Subsidiary Guarantors and the Notes Trustee
heretofore executed and delivered an Indenture, dated as of April 1, 1998, as
amended and supplemented by a First Supplemental Indenture thereto dated as of
March 15, 1999, as further amended and supplemented by a Second Supplemental
Indenture thereto dated as of December 31, 2000, as further amended and
supplemented by a Third Supplemental Indenture thereto dated as of October 31,
2001, as further amended and supplemented by a Fourth Supplemental Indenture
thereto dated as of December 31, 2001, as further amended and supplemented by a
Fifth Supplemental Indenture thereto dated as of July 31, 2002 and as further
amended and supplemented by a Sixth Supplemental Indenture thereto dated as of
April 30, 2003 (as so amended and supplemented, the "Indenture"); and
WHEREAS, pursuant to the Indenture, the Company issued and the Notes
Trustee authenticated and delivered $110 million aggregate principal amount of
the Issuer's 10 1/2% Senior Secured Notes due 2008 (the "Initial Notes"); and
WHEREAS, pursuant to an exchange offer registered with the Securities
and Exchange Commission on a Registration Statement No. 333-51717 on Form S-4,
the Company offered to, and did, exchange $110 million in aggregate principal
amount of its 10 1/2% Senior Secured Notes due 2008 (the "Exchange Notes" and,
together with tHe Initial Notes, the "Notes") for $110 million in aggregate
principal amount of the Initial Notes; and
WHEREAS, the Initial Notes were, and the Exchange Notes are,
unconditionally guaranteed on a senior basis by the Subsidiary Guarantors; and
WHEREAS, Section 9.01 of the Indenture provides that the Company and
the Subsidiary Guarantors, when authorized by Board Resolutions of their
respective Boards of Directors, and the Notes Trustee may amend or supplement
the Indenture without the consent of any Noteholder, among other reasons, to add
further guarantees with respect to the Notes and to cure any ambiguity,
omission, defect or inconsistency, provided that such amendment or supplement
does not adversely affect the rights of any Noteholder in any respect; and
WHEREAS, the Company has heretofore delivered or is delivering
contemporaneously herewith to the Notes Trustee (i) a copy of Board Resolutions
authorizing the execution, delivery and performance of this Supplemental
Indenture, (ii) an Officers' Certificate in compliance with and to the effect
set forth in Sections 1.01, 7.02, 9.01, 9.06 and 12.04 of the Indenture, and
(iii) an Opinion of Counsel in compliance with and to the effect set forth in
Sections 1.01, 7.02, 9.01, 9.06 and 12.04 of the Indenture; and
WHEREAS, all conditions necessary to authorize the execution and
delivery of this Supplemental Indenture and to make this Supplemental Indenture
valid and binding have been complied with or have been done or performed;
NOW, THEREFORE, in consideration of the foregoing and notwithstanding
any provision of the Indenture which, absent this Supplemental Indenture, might
operate to limit such action, the Company, the Subsidiary Guarantors and the
Notes Trustee agree as follows for the equal and ratable benefit of the
Noteholders.
ARTICLE 1
DEFINITIONS
SECTION 1.01. GENERAL. For all purposes of the Indenture and this
Supplemental Indenture, except as otherwise expressly provided or unless the
context otherwise requires:
(a) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to the Indenture and this Supplemental Indenture as a whole
and not to any particular Article, Section or subdivision; and
(b) capitalized terms used but not defined herein shall have the
meaning assigned to them in the Indenture.
ARTICLE 2
ADDITIONAL GUARANTORS
SECTION 2.01. ADDITIONAL GUARANTORS. Pursuant to Section 10.07 of the
Indenture, each of the Additional Guarantors hereby expressly assumes the
obligations of, and otherwise agrees to perform all of the duties of, a
Subsidiary Guarantor under the Indenture, subject to the terms and conditions
thereof, as of the date set forth opposite the name of such Additional Guarantor
on Schedule A hereto.
ARTICLE 3
MISCELLANEOUS
SECTION 3.01. EFFECTIVENESS. This Supplemental Indenture shall become
effective, as of its effective date, upon its execution and delivery by the
Company, the Subsidiary Guarantors and the Notes Trustee. Upon the execution and
delivery of this Supplemental Indenture by the Company, the Subsidiary
Guarantors and the Notes Trustee, the Indenture shall be supplemented in
accordance herewith, and this Supplemental Indenture shall form a part of the
Indenture for all purposes, and every Note heretofore or hereafter authenticated
and delivered under the Indenture shall be bound thereby.
SECTION 3.02. INDENTURE REMAINS IN FULL FORCE AND EFFECT. All
provisions in the Indenture shall remain in full force and effect, and, except
as expressly supplemented and amended hereby, shall remain unchanged.
SECTION 3.03. INDENTURE AND SUPPLEMENTAL INDENTURE CONSTRUED TOGETHER.
This Supplemental Indenture is an indenture supplemental to and in
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implementation of the Indenture and the Indenture and this Supplemental
Indenture shall henceforth be read and construed together.
SECTION 3.04. CONFIRMATION AND PRESERVATION OF INDENTURE. The
Indenture, as supplemented by this Supplemental Indenture, is in all respects
confirmed and preserved.
SECTION 3.05. CONFLICT WITH TRUST INDENTURE ACT. If any provision of
this Supplemental Indenture limits, qualifies or conflicts with any provision of
the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), that is
required under the Trust Indenture Act to be part of and govern any provision of
this Supplemental Indenture, the provision of the Trust Indenture Act shall
control. If any provision of this Supplemental Indenture modifies or excludes
any provision of the Trust Indenture Act that may be so modified or excluded,
the provision of the Trust Indenture Act shall be deemed to apply to the
Indenture as so modified or to be excluded by this Supplemental Indenture, as
the case may be.
SECTION 3.06. SEVERABILITY. In case any provision in this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
SECTION 3.07. HEADINGS. The Article and Section headings of this
Supplemental Indenture have been inserted for convenience of reference only, are
not to be considered a part of this Supplemental Indenture and shall in no way
modify or restrict any of the terms or provisions hereof.
SECTION 3.08. BENEFITS OF SUPPLEMENTAL INDENTURE, ETC. Nothing in this
Supplemental Indenture or the Notes, express or implied, shall give to any
Person, other than the parties hereto and thereto and their successors hereunder
and thereunder and the Noteholders, any benefit of any legal or equitable right,
remedy or claim under the Indenture, this Supplemental Indenture or the Notes.
SECTION 3.09. SUCCESSORS. All agreements of the Company and the
Subsidiary Guarantors in this Supplemental Indenture shall bind their respective
successors. All agreements of the Notes Trustee in this Supplemental Indenture
shall bind its successors.
SECTION 3.10. TRUSTEE NOT RESPONSIBLE FOR RECITALS. The recitals
contained herein shall be taken as the statements of the Company and the
Subsidiary Guarantors, and the Notes Trustee assumes no responsibility for their
correctness. The Notes Trustee shall not be liable or responsible for the
validity or sufficiency of this Supplemental Indenture.
SECTION 3.11. CERTAIN DUTIES AND RESPONSIBILITIES OF THE NOTES TRUSTEE.
In entering into this Supplemental Indenture, the Notes Trustee shall be
entitled to the benefit of every provision of the Indenture relating to the
conduct or affecting the liability or affording protection to the Notes Trustee,
whether or not elsewhere herein so provided.
SECTION 3.12. GOVERNING LAW. The internal law of the State of New York
shall govern and be used to construe this Supplemental Indenture.
SECTION 3.13. COUNTERPART ORIGINALS. The parties may sign any number of
copies of this Supplemental Indenture. Each signed copy shall be original, but
all of them together represent the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date and year first
written above.
SIGNATURES
BLUEGREEN CORPORATION
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Treasurer & Chief Financial Officer
BLUEGREEN HOLDING CORPORATION
(TEXAS)
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Treasurer
PROPERTIES OF THE SOUTHWEST ONE, INC.
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Treasurer
BLUEGREEN SOUTHWEST ONE, L.P. by
Bluegreen Southwest Land, Inc., its General
Partner
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Treasurer
BLUEGREEN ASSET MANAGEMENT
CORPORATION
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Treasurer
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XXXXXXXXX XXXXXXXXXXX XX XXXXXXXXX
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Treasurer
BLUEGREEN CORPORATION OF THE
ROCKIES
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Treasurer
BLUEGREEN PROPERTIES OF VIRGINIA, INC.
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Treasurer
BLUEGREEN RESORTS INTERNATIONAL,
INC.
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Vice President
CAROLINA NATIONAL GOLF CLUB, INC.
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Treasurer
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LEISURE CAPITAL CORPORATION
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Treasurer
BLUEGREEN WEST CORPORATION
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Treasurer
BG/RDI ACQUISITION CORP.
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Treasurer
BLUEGREEN VACATIONS UNLIMITED, INC.
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Treasurer
BLUEGREEN SOUTHWEST LAND, INC.
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Treasurer
BLUEGREEN CAROLINA LANDS, LLC
By: /s/ XXXXX X. XXXXXXXX
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Name: Xxxxx X. Xxxxxxxx
Title: Manager
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BLUEGREEN RESORTS MANAGEMENT, INC.
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Vice President
JORDAN LAKE PRESERVE CORPORATION
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Treasurer
LEISURE COMMUNICATION NETWORK, INC.
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Treasurer
MANAGED ASSETS CORPORATION
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Treasurer
TRAVELHEADS, INC.
By: /s/ XXXX X. XXXXXX
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Name: Xxxx Xxxxxx
Title: Vice President
ENCORE REWARDS, INC.
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Vice President
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LEISUREPATH, INC.
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Vice President
CATAWBA FALLS, LLC
By: /s/ XXXXX X. XXXXXXXX
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Name: Xxxxx X. Xxxxxxxx
Title: Manager
BLUEGREEN COMMUNITIES OF GEORGIA,
LLC
By: /s/ XXXXX X. XXXXXXXX
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Name: Xxxxx X. Xxxxxxxx
Title: Manager
BLUEGREEN PURCHASING & DESIGN, INC.
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Treasurer
GREAT VACATION DESTINATIONS, INC.
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Treasurer
BLUEGREEN GOLF CLUBS, INC.
By: /s/ XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Treasurer
SUNTRUST BANK, As Trustee
By: /s/ XXXX XXXXXXXXXX
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Name: Xxxx Xxxxxxxxxx
Title: Vice President
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SCHEDULE A
ADDITIONAL GUARANTOR
NAME DATE
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Bluegreen Golf Clubs, Inc. February 29, 2004
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