Exhibit 10.115
as of April 1, 2003
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 the date hereof,
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 ING Capital LLC ("ING"), as Agent, relating to
your Asset Backed Notes, Series 2001-A, and (ii) that certain Fee Letter (the
"Fee Letter"), dated as of April 17, 2002 by ING to the Issuer and Bluegreen.
Capitalized terms used herein and not defined shall have the meanings ascribed
to them in the Note Purchase Agreement, the Fee Letter 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, the
Depositor, Bluegreen, Concord Servicing Corporation, as Backup Servicer and U.S.
Bank National Association (formerly known as U.S. Bank Trust National
Association), as Indenture Trustee and Custodian.
1. Pursuant to Section 2.2(d) of the Note Purchase Agreement, you
are hereby notified that each Purchaser has agreed and by execution hereof,
confirms such agreement, to extend the Commitment Expiration Date from April 16,
2003 to July 23, 2003.
2. The "Utilization Fee" in the Fee Letter is hereby amended and
restated to read as follows:
"Utilization Fee. A utilization fee (the "Utilization Fee") shall be
payable on each Payment Date, in an amount equal to the product of (i) the
product of (A) a fraction, the numerator of which is 1.25% and the denominator
of which is 360 and (B) the number of days elapsed in the Collection Period
immediately preceding such Payment Date and (ii) the average daily Note
Principal Balance for the immediately preceding Collection Period. The
Utilization Fee shall be paid pursuant to Section 3.2 of the Sale and Servicing
Agreement."
3. Other than as specified in paragraphs 1 and 2 above, all other
terms of the Note Purchase Agreement and Fee Letter shall continue in full force
and effect.
Please signify your agreement to and acceptance of the foregoing by
executing this letter agreement in the space provided below.
Very truly yours,
ING CAPITAL LLC,
as Agent and Purchaser
By: /S/XXXXXX XXXXX
-----------------------
Name: Xxxxxx Xxxxx
Title: Managing Director
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: /S/ XXXXXX X. XXXXX
--------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Financial Services Officer
BLUEGREEN CORPORATION, as Seller and Servicer
By: /S/ XXXX X. XXXXXX
------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President, Treasurer and Chief Financial Officer
Bluegreen Receivables Finance Corporation V, as Depositor
By: /S/ XXXX X. XXXXXX
------------------
Name: Xxxx X. Xxxxxx
Title: Vice President
cc: U.S. Bank Trust National Association
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