SECOND AMENDMENT TO STIPULATION AND ORDER
EXHIBIT 99.3
SECOND AMENDMENT TO STIPULATION AND ORDER
THIS SECOND AMENDMENT TO STIPULATION AND ORDER (this “Amendment”) is made and entered into as
of the 15th day of October, 2007, by and between Xxxxx X. Xxxxxx, Xxxxx X. Xxxxxx
Revocable Trust, Central Florida Investments (collectively, the “Shareholders”) and Bluegreen
Corporation, a Massachusetts corporation (the “Company”).
WHEREAS, the Shareholders and the Company and its directors are parties to that certain
Stipulation and Order, dated October 16, 2006, as amended by that certain Amendment to Stipulation
and Order, dated May 21, 2007 (as so amended, the “Stipulation”), pursuant to which, among other
things, the parties thereto settled in full the action among them which was then pending in the
United States District Court for the Southern District of Florida;
WHEREAS, since October 17, 2006, the Shareholders have disposed of 668,804 shares of common
stock, par value $0.01 per share, of the Company (“Common Stock”) beneficially owned by them in
accordance with the terms and conditions of the Stipulation and are, and have been at all times, in
compliance with the terms and conditions of the Stipulation;
WHEREAS, as of the date hereof, the Shareholders are the beneficial owners of 8,963,596 shares
of Common Stock; and
WHEREAS, the Shareholders and the Company desire to further amend the Stipulation so as to
permit the Shareholders to sell all of their remaining holdings of the Common Stock over an
extended period.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and
agreements contained in this Amendment, the parties hereto agree as follows:
1. Stipulation. The foregoing premises are true and correct and are incorporated by
reference herein as an integral part of this Amendment. Capitalized terms used, but not defined,
herein shall have the meanings ascribed to them in the Stipulation. Except as expressly amended by
this Amendment, the Stipulation shall remain unchanged, and the Stipulation, as amended, shall be
in full force and effect.
2. Amendment. The first sentence of Section 1(a) of the Stipulation is hereby deleted
in its entirety and is replaced by the following:
“The Shareholders shall (i) from October 16, 2006 through April 16, 2008, sell and fully
divest their beneficial ownership in 1,112,000 shares of Common Stock, (ii) from April
17, 2008 through October 16, 2008, sell and fully divest their beneficial ownership in
4,260,198 shares of Common Stock, and (iii) from October 17, 2008 through October 16,
2009, sell and fully divest their beneficial ownership in all of their remaining holdings
of Common Stock.”
3. Rights Plan. The Shareholders and the Company acknowledge and agree that the
provisions of Section 6 of the Stipulation shall again be implemented so as to amend the proviso of
Section 1(a) of the Rights Plan to accommodate the amendment of Section 1(a) of the Stipulation
made by this Amendment.
4. Miscellaneous. This Amendment, and the rights and obligations of the parties
hereto, shall be governed by and construed in accordance with the laws of the State of Florida,
without reference to principles of conflict of laws. The captions of this Amendment are not part of
the provisions hereof and shall have no force or effect. This Amendment may be executed in several
counterparts, each of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
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IN WITNESS WHEREOF, the Company and the Shareholders have caused this Amendment to be executed on
the date first above written.
| BLUEGREEN CORPORATION |
||||
| By: | /s/ | |||
| Name: | Xxxx X. Xxxxxxx, Xx. | |||
| Title: | President and Chief Executive Officer | |||
| /s/ | ||||
| Xxxxx X. Xxxxxx | ||||
| XXXXX X. XXXXXX REVOCABLE TRUST |
||||
| By: | /s/ | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | Trustee | |||
| CENTRAL FLORIDA INVESTMENTS |
||||
| By: | /s/ | |||
| Name: | Xxxxx X. Xxxxxx | |||
| Title: | President | |||
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