AMENDMENT TO STIPULATION AND ORDER
Exhibit 99.2
AMENDMENT TO STIPULATION AND ORDER
THIS AMENDMENT TO STIPULATION AND ORDER (the “Amendment”) is made and entered into as of the
21st day of May, 2007, by and between Xxxxx X. Xxxxxx, Xxxxx X. Xxxxxx Revocable Trust,
Central Florida Investments (together, 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 (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 approximately 612,000
shares of the common stock, par value $0.01 per share, of the Company (the “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 9,020,396 shares
of Common Stock; and
WHEREAS, the Shareholders and the Company desire to 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 by this
Amendment, 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 October
16, 2007, sell and fully divest their beneficial ownership in
1,112,000 shares of Common Stock, (ii) from October 17, 2007 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. The Shareholders acknowledge and agree that they have been informed by the
Company that the Rights Plan is also being amended to reduce from 15% to 10% the threshold at which
the beneficial ownership of shares of Common Stock would cause the acquirer of such Common Stock to
become an Acquiring Person under the Rights Plan.
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 |
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By: | /s/ Xxxx X. Xxxxxxx, Xx. | |||
Name: | Xxxx X. Xxxxxxx, Xx. | |||
Title: | President and Chief Executive Officer | |||
/s/ Xxxxx X. Xxxxxx | ||||
Xxxxx X. Xxxxxx | ||||
XXXXX X. XXXXXX REVOCABLE TRUST |
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By: | /s/ Xxxxx X. Xxxxxx | |||
Name: | Xxxxx X. Xxxxxx | |||
Title: | Trustee | |||
CENTRAL FLORIDA INVESTMENTS |
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By: | /s/ Xxxxx X. Xxxxxx | |||
Name: | Xxxxx X. Xxxxxx | |||
Title: | President | |||
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