0001171200-10-001059 Sample Contracts

LOAN AND SECURITY AGREEMENT By and Between
Loan and Security Agreement • November 10th, 2010 • Bluegreen Corp • Real estate agents & managers (for others) • Arizona
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AMENDMENT NO. 1 TO AMENDED AND RESTATED OPERATING AGREEMENT OF BLUEGREEN/BIG CEDAR VACATIONS, LLC
Operating Agreement • November 10th, 2010 • Bluegreen Corp • Real estate agents & managers (for others) • Delaware

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED OPERATING AGREEMENT OF BLUEGREEN/BIG CEDAR VACATIONS, LLC (this “Amendment”), dated as of October 1, 2010, is made and entered into by and among those Persons identified on Exhibit A to this Amendment (the “Members”).

AMENDMENT NO. 2 TO AMENDED AND RESTATED MARKETING AND PROMOTIONS AGREEMENT
Marketing and Promotions Agreement • November 10th, 2010 • Bluegreen Corp • Real estate agents & managers (for others) • Delaware

THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED MARKETING AND PROMOTIONS AGREEMENT (this “Amendment”) is entered into this 1st day of October, 2010, by and among Big Cedar, L.L.C., a Missouri limited liability company (“Big Cedar”), Bass Pro, Inc., a Delaware corporation (“Bass Pro”), Bass Pro Outdoor World, L.L.C., a Missouri limited liability company (“BPOW”), Bass Pro Intellectual Property, L.L.C., a Missouri limited liability company (“BP Intellectual Property”), World Wide Sportsman, Inc., a South Carolina corporation (“WW Sportsman”), Bass Pro Shops Canada, Inc., an Ontario corporation (“BPS Canada”), Bass Pro Shops Canada (Calgary), Inc., a Canada corporation (“BPS Canada Calgary”), Bass Pro Shops Canada (Montreal), Inc., a Canada corporation (“BPS Canada Montreal”), BPIP, LLC, a Virginia limited liability company, (“BPIP”), Tracker Marine, L.L.C., a Missouri limited liability company (“Tracker Marine”), BPS Direct, LLC, a Delaware limited liability company (“BPS Direct”), Bluegree

AMENDMENT NO. 1 TO AMENDED AND RESTATED MARKETING AND PROMOTIONS AGREEMENT
Marketing and Promotions Agreement • November 10th, 2010 • Bluegreen Corp • Real estate agents & managers (for others) • Delaware

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED MARKETING AND PROMOTIONS AGREEMENT (this “Amendment”) is entered into this ___day of June, 2010, by and among Big Cedar, L.L.C., a Missouri limited liability company (“Big Cedar”), Bass Pro, Inc., a Delaware corporation (“Bass Pro”), Bass Pro Outdoor World, L.L.C., a Missouri limited liability company (“BPOW”), Bass Pro Outdoors Online, L.L.C., a Missouri limited liability company (“BP Online”), BPS Catalog, LLC, a Missouri limited liability company and successor by conversion of BPS Catalog, L.P. (“BPS Catalog”), Bass Pro Intellectual Property, L.L.C., a Missouri limited liability company, formerly known as Bass Pro Trademarks, L.L.C. (“BP Intellectual Property”), World Wide Sportsman, Inc., a South Carolina corporation (“WW Sportsman”), Bass Pro Shops Canada, Inc., an Ontario corporation (“BPS Canada”), Bass Pro Shops Canada (Calgary), Inc., a Canada corporation (“BPS Canada Calgary”), Bass Pro Shops Canada (Montreal), Inc., a Canada corpo

FIRST AMENDMENT TO AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • November 10th, 2010 • Bluegreen Corp • Real estate agents & managers (for others) • Missouri

THIS FIRST AMENDMENT TO AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT (this “Amendment”) is effective as of the 1st day of October, of 2010, by and among Bluegreen/Big Cedar Vacations, LLC, a Delaware limited liability company (the “Company”), Bluegreen Vacations Unlimited, Inc., a Florida corporation (“Bluegreen”), and Big Cedar, L.L.C., a Missouri limited liability company (“Big Cedar”). The Company, Bluegreen and Big Cedar are each referred to herein as a “Party”, and collectively as “Parties.”

FIRST AMENDMENT TO AMENDED AND RESTATED SERVICING AGREEMENT
Servicing Agreement • November 10th, 2010 • Bluegreen Corp • Real estate agents & managers (for others) • Missouri

THIS FIRST AMENDMENT TO AMENDED AND RESTATED SERVICING AGREEMENT (this “Amendment”) is effective as of the 1st day of October, of 2010, by and among BLUEGREEN CORPORATION, a Massachusetts corporation (“Servicer”), BLUEGREEN/BIG CEDAR VACATIONS, LLC, a Delaware limited liability company (the “Company”) and Big Cedar, L.L.C., a Missouri limited liability company (“Big Cedar”). Servicer, the Company, and Big Cedar are each referred to herein as a “Party”, and collectively as “Parties.”

FULL GUARANTY
Full Guaranty • November 10th, 2010 • Bluegreen Corp • Real estate agents & managers (for others) • Arizona

THIS FULL GUARANTY (this "Guaranty") is made as of the 30th day of September, 2010, by BLUEGREEN CORPORATION, a Massachusetts corporation ("Guarantor") in favor of NATIONAL BANK OF ARIZONA, a national banking association ("Lender").

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