EXHIBIT 10.209
OMNIBUS AMENDMENT
THIS OMNIBUS AMENDMENT, dated as of June 15, 2005 (this "Amendment") is
entered into by and among the Transaction Parties (defined below) and the
Required Purchasers (defined below) and relates to the following transaction
documents (the "Transaction Documents"): (1) the Purchase and Contribution
Agreement, dated as of December 1, 2004 (the "Purchase Agreement"), by and among
Bluegreen Corporation ("Bluegreen") and Bluegreen Receivables Finance
Corporation IX (the "Depositor") and their respective permitted successors and
assigns, (2) the Sale Agreement, dated as of December 1, 2004 (the "Sale
Agreement"), by and among the Depositor, BXG Receivables Note Trust 2004-C (the
"Issuer") and their respective permitted successors and assigns, (3) the
Indenture, dated as of December 1, 2004 (the "Indenture"), among the Issuer,
Bluegreen, Vacation Trust, Inc. (the "Club Trustee"), Concord Servicing
Corporation (the "Backup Servicer"), U.S. Bank National Association (the
"Indenture Trustee") and Branch Banking and Trust Company (the "Agent", and
together with Bluegreen, the Depositor, the Issuer, the Club Trustee, the Backup
Servicer and the Indenture Trustee, the "Transaction Parties") and (4) the Note
Funding Agreement, dated as of December 1, 2004 (the "Note Funding Agreement"),
by and among the Issuer, Bluegreen, the Depositor, the purchasers parties
thereto and the Agent.
RECITALS
WHEREAS, certain of the Transaction Documents require the written consent
of the Required Purchaser (as such term is defined in the Standard Definitions
attached as Annex A to each of the Transaction Documents) in order to amend the
same;
WHEREAS, as of the date hereof, Legacy Capital Company, LLC is the
Required Purchaser under the Note Funding Agreement;
WHEREAS, the Transaction Parties and the Required Purchaser desire to
change the seasoning requirement for certain Timeshare Loans from two months to
one month as more specifically set forth herein.
NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth, and for other good and adequate consideration, the receipt and
sufficiency of which are hereby acknowledged, the Transaction Parties hereby
agree as follows:
Section 1.01. Defined Terms.
Capitalized terms used but not defined or modified in this Amendment shall
have the respective meanings assigned to them in the Standard Definitions
attached as Annex A to each of the Transaction Documents.
Section 2.01 Amendment to Purchase Agreement
The Purchase Agreement is hereby amended by deleting item (rr) from
Schedule 1 to the Purchase Agreement and replacing it in its entirety with the
following:
"(rr) except for certain 50/50 Loans or if such Timeshare Loan is a
Qualified Substitute Timeshare Loan that is an Upgrade Loan replacing its
related Original Club Loan, the Obligor has made at least one (1) month's
aggregate required payments with respect to the Timeshare Loan (not including
any down payment);".
Section 2.02 Amendment to Sale Agreement
The Sale Agreement is hereby amended by deleting item (rr) from Schedule 1
to the Sale Agreement and replacing it in its entirety with the following:
"(rr) except for certain 50/50 Loans or if such Timeshare Loan is a
Qualified Substitute Timeshare Loan that is an Upgrade Loan replacing its
related Original Club Loan, the Obligor has made at least one (1) month's
aggregate required payments with respect to the Timeshare Loan (not including
any down payment);".
Section 3.01 References in all Transaction Documents
The parties hereto agree that any reference to the Purchase Agreement or
the Sale Agreement, including any representation made therein, in each of the
other Transaction Documents shall now refer to the Purchase Agreement and/or
Sale Agreement as amended herein.
Section 4.01. Counterparts.
This Amendment may be executed (by facsimile or otherwise) in any number
of counterparts, each of which counterparts shall be deemed to be an original,
and such counterparts shall constitute but one and the same instrument.
Section 4.02. Governing Law.
THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO
BE PERFORMED IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES
OF THE TRANSACTION PARTIES AND THE REQUIRED PURCHASER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
Section 4.03. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Amendment shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Amendment and shall
in no way affect the validity or enforceability of the other provisions of this
Amendment.
Section 4.04. Continuing Effect.
Except as expressly amended hereby, each Transaction Document shall
continue in full force and effect in accordance with the provisions thereof and
each Transaction Document is in all respects hereby ratified, confirmed and
preserved.
Section 4.05. Successors and Assigns.
This Amendment shall be binding upon and inure to the benefit of the
Transaction Parties, the Required Purchaser and their respective successors and
permitted assigns.
Section 4.06. No Bankruptcy Petition Against the Structured Purchaser
Each of the parties to this Amendment hereby covenants and agrees that,
prior to the date which is one year and one day after the payment in full of all
outstanding indebtedness for borrowed money of Legacy Capital Company, LLC
("Legacy"), it will not institute against, or join any other Person in
instituting against, Legacy any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings or other
similar proceedings under the Laws of the United States or any state of the
United States. The agreements set forth in this Section 4.06 and the parties'
respective obligations under this Section 4.06 shall survive the termination of
this Amendment.
[Signature page to follow]
IN WITNESS WHEREOF, the parties below have caused this Amendment to be duly
executed by their respective duly authorized officers.
BLUEGREEN CORPORATION
By:
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Name:
Title:
BLUEGREEN RECEIVABLES FINANCE
CORPORATION IX,
By:
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Name:
Title:
BXG RECEIVABLES NOTE TRUST 2004-C,
By: Wilmington Trust Company,
as Owner Trustee
By:
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Name:
Title:
CONCORD SERVICING CORPORATION
By:
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Name:
Title:
VACATION TRUST, INC.
By:
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Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
By:
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Name:
Title:
BRANCH BANKING AND TRUST COMPANY
By:
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Name:
Title:
LEGACY CAPITAL COMPANY, LLC
By:
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Name:
Title:
