EXHIBIT 10.7
as of September 29, 2005
BXG Receivables Note Trust 2001-A
c/o Wilmington Trust Company
Xxxxxx Square North
0000 X. Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Re: Asset Backed Notes, Series 2001-A
Ladies and Gentlemen:
Reference is made to (i) that certain Amended and Restated Note
Purchase Agreement (the "Note Purchase Agreement"), dated as of April 17, 2002,
by and among BXG Receivables Note Trust 2001-A, as Issuer (the "Issuer"),
Bluegreen Receivables Finance Corporation V, as Depositor (the "Depositor"),
Bluegreen Corporation, as Seller and Servicer ("Bluegreen"), the Purchasers
party thereto and the undersigned Resort Finance LLC (as successor to ING
Capital LLC), as Agent ("RFL"), relating to your Asset Backed Notes, Series
2001-A, (ii) that certain Amended and Restated Indenture (the "Indenture"),
dated as of April 17, 2002, by and among the Issuer and U.S. Bank National
Association (formerly known as U.S. Bank Trust National Association), as
Indenture Trustee (the "Indenture Trustee"), and (iii) that certain extension
letter, dated as of September 30, 2004 (the "September Extension Letter"), by
and among RFL, the Issuer, Bluegreen and the Depositor. Capitalized terms used
herein and not defined shall have the meanings ascribed to them in the Note
Purchase Agreement, the Indenture or the Amended and Restated Sale and Servicing
Agreement (the "Sale and Servicing Agreement"), dated as of April 17, 2002, by
and among the Depositor, the Issuer, Bluegreen, Concord Servicing Corporation,
as Backup Servicer and the Indenture Trustee, as applicable.
1. You are hereby notified that, notwithstanding the terms of
Section 2.2(d) of the Note Purchase Agreement and the September Extension
Letter, each Purchaser has agreed and by execution hereof, confirms such
agreement, to extend the Commitment Expiration Date from September 29, 2005 to
December 29, 2005.
2. Other than as specified in the paragraphs above, all other terms
of the Note Purchase Agreement, the September Extension Letter and other
Transaction Documents shall continue in full force and effect.
3. This letter agreement shall be governed by the laws of the State
of New York.
Please signify your agreement to and acceptance of the foregoing by
executing this letter agreement in the space provided below.
Very truly yours,
RESORT FINANCE LLC,
as Agent and Purchaser
By:
-----------------------------------
Name:
Title:
Agreed to and accepted as of the date first above written:
BXG RECEIVABLES NOTE TRUST 2001-A
By: Wilmington Trust Company,
not in its individual capacity, but solely as Owner Trustee
By:
-------------------------------
Name:
Title:
BLUEGREEN CORPORATION, as Seller and Servicer
By:
-------------------------------
Name:
Title:
BLUEGREEN RECEIVABLES FINANCE CORPORATION V, as Depositor
By:
-------------------------------
Name:
Title:
cc: U.S. Bank Trust National Association
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