FIRST
UNION
EXHIBIT 10.153
AMENDED AND RESTATED LOAN AGREEMENT
First Union National Bank
000 Xxxxx Xxxxx Xxxxxx - XX000
Xxxxxxxxxxxx, Xxxxxxx 00000
(Hereinafter referred to as the "Bank")
Bluegreen Corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Resorts Management, Inc.
f/k/a RDI Resort Services Corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Vacations Unlimited, Inc.
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Holding Corporation (Texas)
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Properties of the Southwest One, Inc.
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Southwest One, L.P.
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Asset Management Corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Carolina Lands, LLC
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Corporation of Tennessee
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Corporation of the Rockies
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Properties of Virginia, Inc.
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Resorts International, Inc.
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Carolina National Golf Club, Inc.
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Leisure Capital Corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen West Corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
BG/RDI Acquisition Corp.
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Corporation Great Lakes (WI)
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Corporation of Canada
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Golf Clubs, Inc.
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Interiors, LLC
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Bluegreen Southwest Land, Inc.
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
New England Advertising Corp.
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Boca Raton, Florida 33431
South Florida Aviation, Inc.
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Winding River Realty, Inc.
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Jordan Lake Preserve Corporation
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
Page 2
Leisure Communication Network, Inc.
0000 Xxxxxxxxxx Xxx Xxxxx, Xxxxx 000
Xxxx Xxxxx, Xxxxxxx 00000
(Individually or collectively, jointly and severally, the "Borrower")
This Amended and Restated Loan Agreement ("Agreement") is entered into as of
December 31, 2001
Borrower requested and Bank made that certain $5,000,000.00 line of credit
available to Borrower (the "Loan") as evidenced by that certain Promissory Note
dated as of September 23, 1998 and certain other documents including that
certain Loan Agreement dated as of September 23, 1998. The Loan has been
previously amended, increased and extended pursuant to the terms and conditions
of certain documents including, without limitation, that certain $10,000,000.00
Renewal Promissory Note dated as of December 31, 2000, that certain Modification
Number One to the Loan Agreement dated as of August 1, 1999, that certain
Modification Number Two to Loan Agreement dated as of November 3, 1999, that
certain Modification Number Three to Loan Agreement dated as of December 31,
2000, and certain other documents.
Borrower requested and Bank has agreed to further amend, increase and extend the
Loan pursuant to the terms of (i) that certain Amended and Restated Promissory
Note executed by Borrower, jointly and severally, of even date herewith and made
payable to Bank in the original principal amount of $12,500,000.00 (the "Note")
and (ii) this Agreement. The Note, this Agreement and all other documents
executed in connection with the Loan are hereinafter collectively referred to as
the "Loan Documents". All capitalized terms used herein and not otherwise
defined shall have those meanings ascribed to them in the Loan Documents.
Line of Credit. Borrower may borrow, repay, and reborrow, from time to time, so
long as the total indebtedness outstanding under the Loan at one time does not
exceed the principal amount minus the sum of (i) the amount available to be
drawn plus (ii) the amount of unreimbursed drawings under all letters of credit
issued by Bank for account of Borrower. The Loan proceeds are to be used by
Borrower solely for working capital and to issue letters of credit from time to
time. The Borrower shall deliver a Borrowing Certificate attached as Exhibit "A"
to Bank with each borrowing under the Loan. Each borrowing request shall be in
compliance with the eligibility formula of the Borrowing Certificate. Advances
under the Loan shall be repaid within ninety (90) days of such advance and the
Borrower shall pay down the outstanding balance under the Loan to a maximum of
$100.00 for forty-five (45) consecutive days annually. The total amount of
letters of credit to be issued under the Note shall not exceed $500,000.00 at
any time nor have maturities greater than the maturity date of the Loan. The
maturity date of the Loan shall be December 31, 2002.
Availability Fee. Borrower shall pay to Bank an availability fee in the amount
of $25,000.00 upon the execution and delivery of this Agreement.
Representations. Borrower represents that from the date of this Agreement and
until final payment in full of the Obligations: Accurate Information. All
information now and hereafter furnished to Bank is and will be true, correct and
complete. Any such information relating to Borrower's financial condition will
accurately reflect Borrower's financial condition as of the date(s) thereof,
(including all contingent liabilities of every type), and Borrower further
represents that its financial condition has not changed materially or adversely
since the date(s) of such documents. Authorization; Non-Contravention. The
execution, delivery and performance by Borrower of this Agreement and other Loan
Documents to which it is a party are within its power, have been duly authorized
as may be required and, if necessary, by making appropriate filings with any
governmental agency or unit and are the legal, binding, valid and enforceable
obligations of Borrower; and do not (i) contravene, or constitute (with or
without the giving of notice or
Page 3
lapse of time or both) a violation of any provision of applicable law, a
violation of the organizational documents of Borrower, or a default under any
agreement, judgment, injunction, order, decree or other instrument binding upon
or affecting Borrower, (ii) result in the creation or imposition of any lien
(other than the lien(s) created by the Loan Documents) on any of Borrower's
assets, or (iii) give cause for the acceleration of any obligations of Borrower
or any guarantor to any other creditor. Asset Ownership. Borrower has good and
marketable title to all of the properties and assets reflected on the balance
sheets and financial statements supplied Bank by Borrower, and all such
properties and assets are free and clear of mortgages, security deeds, pledges,
liens, charges, and all other encumbrances, except as otherwise disclosed to
Bank by Borrower in writing and approved by Bank ("Permitted Liens"). To
Borrower's knowledge, no default has occurred under any Permitted Liens and no
claims or interests adverse to Borrower's present rights in its properties and
assets have arisen. Discharge of Liens and Taxes. Borrower has duly filed, paid
and/or discharged all taxes or other claims which may become a lien on any of
its property or assets, except to the extent that such items are being
appropriately contested in good faith and an adequate reserve for the payment
thereof is being maintained. Sufficiency of Capital. Borrower is not, and after
consummation of this Agreement and after giving effect to all indebtedness
incurred and liens created by Borrower in connection with the Note and any other
Loan Documents, will not be, insolvent within the meaning of 11 U.S.C. ss.
101(32). Compliance with Laws. Borrower is in compliance in all respects with
all federal, state and local laws, rules and regulations applicable to its
properties, operations, business, and finances, including, without limitation,
any federal or state laws relating to liquor (including 18 U.S.C. ss. 3617, et
seq.) or narcotics (including 21 U.S.C. ss. 801, et seq.) and/or any commercial
crimes; all applicable federal, state and local laws and regulations intended to
protect the environment; and the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), if applicable. Organization and Authority. Each
Borrower is duly created, validly existing and in good standing under the laws
of the state of its organization, and has all powers, governmental licenses,
authorizations, consents and approvals required to operate its business as now
conducted. Each Borrower is duly qualified, licensed and in good standing in
each jurisdiction where qualification or licensing is required by the nature of
its business or the character and location of its property, business or
customers, and in which the failure to so qualify or be licensed, as the case
may be, in the aggregate, could have a material adverse effect on the business,
financial position, results of operations, properties or prospects of Borrower
or any such guarantor. No Litigation. There are no pending or threatened suits,
claims or demands against Borrower or any guarantor that have not been disclosed
to Bank by Borrower in writing, and approved by Bank. ERISA. Each employee
pension benefit plan, as defined in ERISA, maintained by Borrower meets, as of
the date hereof, the minimum funding standards of ERISA and all applicable
regulations thereto and requirements thereof, and of the Internal Revenue Code
of 1954, as amended. No "Prohibited Transaction" or "Reportable Event" (as both
terms are defined by ERISA) has occurred with respect to any such plan.
AFFIRMATIVE COVENANTS. Borrower agrees that from the date hereof and until final
payment in full of the Obligations, unless Bank shall otherwise consent in
writing, Borrower will: Business Continuity. Conduct its business in
substantially the same manner and locations as such business is now and has
previously been conducted. Maintain Properties. Maintain, preserve and keep its
property in good repair, working order and condition, making all needed
replacements, additions and improvements thereto, to the extent allowed by this
Agreement. Access to Books and Records. Allow Bank, or its agents, during normal
business hours, access to the books, records and such other documents of
Borrower as Bank shall reasonably require, and allow Bank to make copies thereof
at Bank's expense. Insurance. Maintain adequate insurance coverage with respect
to its properties and business against loss or damage of the kinds and in the
amounts customarily insured against by companies of established reputation
engaged in the same or similar businesses including, without limitation,
commercial general liability insurance, workers compensation insurance, and
business interruption insurance; all acquired in such amounts and from such
companies as Bank may reasonably require. Notice of Default and Other Notices.
(a) Notice of Default. Furnish to Bank immediately upon becoming aware of the
existence of any condition or event which constitutes a Default (as defined in
the Loan Documents) or any event which, upon the giving of notice or lapse of
time or both, may become a Default, written notice specifying the nature and
period of existence thereof and the action which Borrower is taking or proposes
to take with respect thereto. (b) Other Notices. Promptly notify Bank in writing
of (i) any material adverse change in its financial condition or its business;
(ii) any default under any material agreement, contract or
Page 4
other instrument to which it is a party or by which any of its properties are
bound, or any acceleration of the maturity of any indebtedness owing by
Borrower; (iii) any material adverse claim against or affecting Borrower or any
part of its properties; (iv) the commencement of, and any material determination
in, any litigation with any third party or any proceeding before any
governmental agency or unit affecting Borrower in a claimed amount in excess of
$150,000.00; and (v) at least 30 days prior thereto, any change in Borrower's
name or address as shown above, and/or any change in Borrower's structure.
Compliance with Other Agreements. Comply with all terms and conditions contained
in this Agreement, and any other Loan Documents, and swap agreements, if
applicable, as defined in the 11 U.S.C. ss. 101. Payment of Debts. Pay and
discharge when due, and before subject to penalty or further charge, and
otherwise satisfy before maturity or delinquency, all obligations, debts, taxes,
and liabilities of whatever nature or amount, except those which Borrower in
good faith disputes. Reports and Proxies. Deliver to Bank, promptly, a copy of
all financial statements, reports, notices, and proxy statements, sent by
Borrower to stockholders, and all regular or periodic reports required to be
filed by Borrower with any governmental agency or authority. Other Financial
Information. Deliver promptly such other information regarding the operation,
business affairs, and financial condition of Borrower which Bank may reasonably
request. Non-Default Certificate From Borrower. Deliver to Bank, with the
Financial Statements required herein, a certificate signed by Borrower, if
Borrower is an individual, or by a principal financial officer of Borrower
warranting that no "Default as specified in the Loan Documents nor any event
which, upon the giving of notice or lapse of time or both, would constitute such
a Default, has occurred. Estoppel Certificate. Furnish, within 15 days after
request by Bank, a written statement duly acknowledged of the amount due under
the Loan and whether offsets or defenses exist against the Obligations.
Negative Covenants. Borrower agrees that from the date of this Agreement and
until final payment in full of the Obligations, unless Bank shall otherwise
consent in writing, Borrower will not: Default on Other Contracts or
Obligations. Default on any material contract with or obligation when due to a
third party or default in the performance of any obligation to a third party
incurred for money borrowed. Judgment Entered. Permit the entry of any monetary
judgment or the assessment against, the filing of any tax lien against, or the
issuance of any writ of garnishment or attachment against any property of or
debts due Borrower. Government Intervention. Permit the assertion or making of
any seizure, vesting or intervention by or under authority of any government by
which the management of Borrower or any guarantor is displaced of its authority
in the conduct of its respective business or its such business is curtailed or
materially impaired. Prepayment of Other Debt. Retire any long-term debt entered
into prior to the date of this Agreement in advance of its legal obligation to
do so. Retire or Repurchase Capital Stock. Retire or otherwise acquire any of
its capital stock, except as permitted by waiver letter from Bank to Borrower
dated as of May 13, 1999 authorizing the repurchase of up to two million shares
of capital stock under Borrower's existing share repurchase program.
Financial Covenants. Borrower, on a consolidated Basis, agrees to the following
provisions from the date hereof until final payment in full of the Obligations,
unless Bank shall otherwise consent in writing: Adjusted Tangible Net Worth.
Borrower shall at all times, maintain an Adjustable Net Worth of at least
$165,000,000.00. "Adjustable Tangible Net Worth" shall mean the total assists
minus the total liabilities. For purposes of this computation, the aggregate
amount of any intangible assets of Borrower including , without limitation,
goodwill, franchises, licenses, patents, trademarks, trade names, copyrights,
service marks, and brand names, shall be subtracted from total assets, and total
liabilities shall exclude debt subordinated to Bank. Adjusted Total Liabilities
to Adjusted Tangible Net Worth Ratio. Borrower shall, at all times, maintain a
ratio of Adjusted Total Liabilities to Adjusted Tangible Net Worth of not more
than 2.00 to 1.00. For purposes of this computation, "Adjusted Total
Liabilities" shall mean the sum of total liabilities, including capitalized
leases and all reserves for deferred taxes and other deferred sums appearing on
the liabilities side of the balance sheet, in accordance with generally accepted
accounting principles applied on a consistent basis, excluding debt subordinated
to the Bank. Liquidity Requirement. Borrower shall, at all times, maintain
unrestricted cash and unencumbered timeshare receivables of not less than
$20,000,000.00. Deposit Relationship. Borrower shall maintain its primary
depository account with Bank. Compliance Certificate. Borrower shall furnish
Bank with a quarterly covenant compliance certificate demonstrating Borrower's
compliance with the above Financial Covenants.
Page 5
Annual Financial Statements. Borrower shall deliver to Bank, within 90 days
after the close of each fiscal year, audited financial statements reflecting its
operations during such fiscal year, including, without limitation, a balance
sheet, profit and loss statement and statement of cash flows, with supporting
schedules; all on a consolidated and consolidating basis and in reasonable
detail, prepared in conformity with generally accepted accounting principles,
applied on a basis consistent with that of the preceding year. All such
statements shall be compiled by an independent certified public accountant
acceptable to Bank. The opinion of such independent certified public accountant
shall not be acceptable to Bank if qualified due to any limitations in scope
imposed by Borrower or its Subsidiaries, if any. Any other qualification of the
opinion by the accountant shall render the acceptability of the financial
statements subject to Bank's approval.
Periodic Financial Statements. Borrower shall deliver to Bank unaudited
management-prepared quarterly financial statements including, without
limitation, a balance sheet, profit and loss statement and statement of cash
flows, with supporting schedules, as soon as available and in any event within
45 days after the close of each such period; all in reasonable detail and
prepared in conformity with generally accepted accounting principles, applied on
a basis consistent with that of the preceding year. Such statements shall be
certified as to their correctness by a principal financial officer of Borrower
and in each case, if audited statements are required, subject to audit and
year-end adjustments.
Attorneys' Fees. Borrower shall pay all of Bank's reasonable expenses incurred
to enforce or collect any of the Advances, including, without limitation,
reasonable arbitration, attorneys' and experts' fees and expenses, whether
incurred without the commencement of a suit, in any trial, arbitration, or
administrative proceeding, or in any appellate or bankruptcy proceeding.
Waivers. Borrower hereby waives presentment, protest, notice of dishonor, demand
for payment, notice of intention to accelerate maturity, notice of acceleration
of maturity, notice of sale and all other notices of any kind whatsoever. Any
failure by Bank to exercise any right hereunder shall not be construed as a
waiver of the right to exercise the same or any other right at any time.
Amendment and Severability. No amendment to or modification of this Agreement
shall be binding upon Bank unless in writing and signed by it. If any provision
of this Agreement shall be prohibited or invalid under applicable law, such
provision shall be ineffective but only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.
Miscellaneous. This Agreement is fully assignable by Bank and all rights of Bank
thereunder shall inure to the benefit of its successors and assigns. This
Agreement shall be binding upon Borrower and its successors and assigns. The
captions contained in this Agreement are inserted for convenience only and shall
not affect the meaning or interpretation of the Agreement. This Agreement shall
be governed by and interpreted in accordance with the laws of the state where
Bank's office as shown herein is located, without regard to that state's
conflict of laws principles.
Notices. Any notices to Borrower shall be sufficiently given, if in writing and
mailed or delivered to the Borrower's address shown above (attention Borrower's
Corporate General Counsel) or such other address as provided hereunder, and to
Bank, if in writing and mailed or delivered to Bank's office address shown above
or such other address as Bank may specify in writing from time to time. In the
event that Borrower changes Borrower's address at any time prior to the date the
Obligations are paid in full, Borrower agrees to promptly give written notice of
said change of address by registered or certified mail, return receipt
requested, all charges prepaid.
Conditions Precedent. All advances under the Note are subject to the following
conditions precedent: (a) Non-Default. Borrower shall be in compliance with all
of the terms and conditions set forth herein and an Event of Default as
specified herein, or an event which upon notice or lapse of time or both would
constitute such an Event of Default, shall not have occurred or be continuing at
the time of such Advance. (b) Borrowing Resolution. Bank shall have received all
certified resolutions authorizing borrowings by
Page 6
Borrower under this Agreement. (c) Financial Information and Documents. Borrower
shall deliver to Bank such information and documents as Bank may request from
time to time, including without limitation, financial statements, information
pertaining to Borrower's financial condition and additional supporting
documents. (d) Purchase/Warehousing Facility. Borrower shall provide evidence to
Bank regarding availability under its then existing purchase/warehousing
facility in an amount not less than that requested advance plus the then
outstanding balance of the Loan. (e) Certificates of Good Standing. Borrower
shall have delivered a Certificate of Good Standing for each Borrower (all dated
within thirty days of the date of this Agreement) issued by the respective
Secretary of State.
Amended and Restated Loan Agreement. This Amended and Restated Loan Agreement,
amends, replaces and supercedes in its entirety that certain Loan Agreement
dated as of September 23, 1998 executed by Borrower in favor of Bank, as amended
by that certain Modification Number One of the Loan Agreement dated as of August
1, 1999, that certain Modification Number Two of the Loan Agreement dated as of
November 3, 1999, and that certain Modification Number Three of the Loan
Agreement dated as of December 31, 2000 (collectively, the "Original Loan
Agreement"). Should there be any conflict between any of the terms of the
Original Loan Agreement, and the terms of this Agreement, the terms of this
Agreement shall control.
ARBITRATION. Upon demand of any party hereto, whether made before or after
institution of any judicial proceeding, any claim or controversy arising out of
or relating to this Agreement or any other document executed in connection
herewith between parties hereto (a "Dispute") shall be resolved by binding
arbitration conducted under and governed by the Commercial Financial Disputes
Arbitration Rules (the "Arbitration Rules") of the American Arbitration
Association (the "AAA") and the Federal Arbitration Act. Disputes may include,
without limitation, tort claims, counterclaims, a dispute as to whether a matter
is subject to arbitration, claims brought as class actions, or claims arising
from documents executed in the future. A judgment upon the award may be entered
in any court having jurisdiction. Notwithstanding the foregoing, this
arbitration provision does not apply to disputes under or related to swap
agreements. Special Rules. All arbitration hearings shall be conducted in the
city named in the address of Bank first stated above. A hearing shall begin
within 90 days of demand for arbitration and all hearings shall conclude within
120 days of demand for arbitration. These time limitations may not be extended
unless a party shows cause for extension and then for no more than a total of 60
days. The expedited procedures set forth in Rule 51 et seq. of the Arbitration
Rules shall be applicable to claims of less than $1,000,000.00. Arbitrators
shall be licensed attorneys selected from the Commercial Financial Dispute
Arbitration Panel of the AAA. The parties do not waive applicable Federal or
state substantive law except as provided herein. Preservation and Limitation of
Remedies. Notwithstanding the preceding binding arbitration provisions, the
parties agree to preserve, without diminution, certain remedies that any party
may exercise before or after an arbitration proceeding is brought. The parties
shall have the right to proceed in any court of proper jurisdiction or by
self-help to exercise or prosecute the following remedies, as applicable: (i)
all rights to foreclose against any real or personal property or other security
by exercising a power of sale or under applicable law by judicial foreclosure
including a proceeding to confirm the sale; (ii) all rights of self-help
including peaceful occupation of real property and collection of rents, set-off,
and peaceful possession of personal property; (iii) obtaining provisional or
ancillary remedies including injunctive relief, sequestration, garnishment,
attachment, appointment of receiver and filing an involuntary bankruptcy
proceeding; and (iv) when applicable, a judgment by confession of judgment. Any
claim or controversy with regard to any party's entitlement to such remedies is
a Dispute. Waiver of Exemplary Damages. The parties agree that they shall not
have a remedy of punitive or exemplary damages against other parties in any
Dispute and hereby waive any right or claim to punitive or exemplary damages
they have now or which may arise in the future in connection with any Dispute
whether the Dispute is resolved by arbitration or judicially. Waiver of Jury
Trial. THE PARTIES ACKNOWLEDGE THAT BY AGREEING TO BINDING ARBITRATION THEY HAVE
IRREVOCABLY WAIVED ANY RIGHT THEY MAY HAVE TO JURY TRIAL WITH REGARD TO A
DISPUTE.
[EXECUTIONS COMMENCE ON FOLLOWING PAGE]
Page 7
The parties hereto have duly executed this instrument as of the date stated
above
Bluegreen Corporation, a Massachusetts corporation
CORPORATE By: /S/ XXXXX X. XXXXXXXX
SEAL ----------------------------------------
Xxxxx X. Xxxxxxxx, Vice President
Taxpayer Identification Number: 00-0000000
State of Missouri )
) SS:
County of Taney )
The foregoing instrument was acknowledged before me this 18th day of December,
2001, by Xxxxx X. Xxxxxxxx, as Vice President of Bluegreen Corporation, a
Massachusetts corporation, on behalf of the corporation. She is personally known
to me or has produced a driver's license, passport or military identification,
or other form of identification and did not take an oath.
Print or Stamp Name: Xxxxx Xxxxxx
Notary Public, State of Missouri at Large
Commission No.: ____________________________
My Commission Expires: June 9, 2003
[EXECUTIONS CONTINUE ON FOLLOWING PAGE]
Page 8
Bluegreen Resorts Management, Inc.,
a Delaware corporation
f/k/a RDI Resort Services Corporation
CORPORATE By: /S/ XXXXX X. XXXXXXXX
SEAL ----------------------------------------
Xxxxx X. Xxxxxxxx, Vice President
Taxpayer Identification Number: 00-0000000
State of Missouri )
) SS:
County of _______ )
The foregoing instrument was acknowledged before me this ___ day of December,
2001, by Xxxxx X. Xxxxxxxx, as Vice President of Bluegreen Resorts Management,
Inc., a Delaware corporation, on behalf of the corporation. She is personally
known to me or has produced a driver's license, passport or military
identification, or other form of identification and did not take an oath.
Print or Stamp Name: _______________________
Notary Public, State of Missouri at Large
Commission No.: ____________________________
My Commission Expires: _____________________
[EXECUTIONS CONTINUE ON FOLLOWING PAGE]
Page 9
Bluegreen Vacations Unlimited, Inc.,
a Florida corporation
CORPORATE By: /S/ XXXXX X. XXXXXXXX
SEAL ----------------------------------------
Xxxxx X. Xxxxxxxx, Vice President
Taxpayer Identification Number: 00-0000000
State of Missouri )
) SS:
County of _______ )
The foregoing instrument was acknowledged before me this _____ day of December,
2001, by Xxxxx X. Xxxxxxxx, as Vice President of Bluegreen Vacations Unlimited,
Inc., a Florida corporation, on behalf of the corporation. She is personally
known to me or has produced a driver's license, passport or military
identification, or other form of identification and did not take an oath.
Print or Stamp Name: _______________________
Notary Public, State of Missouri at Large
Commission No.: ____________________________
My Commission Expires: _____________________
[EXECUTIONS CONTINUE ON FOLLOWING PAGE]
Page 10
Bluegreen Holding Corporation (Texas),
a Delaware corporation
CORPORATE By: /S/ XXXXX X. XXXXXXXX
SEAL ----------------------------------------
Xxxxx X. Xxxxxxxx, Vice President
Taxpayer Identification Number: 00-0000000
State of Missouri )
) SS:
County of _______ )
The foregoing instrument was acknowledged before me this _____ day of December,
2001, by Xxxxx X. Xxxxxxxx, as Vice President of Bluegreen Holding Corporation
(Texas), a Delaware corporation, on behalf of the corporation. She is personally
known to me or has produced a driver's license, passport or military
identification, or other form of identification and did not take an oath.
Print or Stamp Name: _______________________
Notary Public, State of Missouri at Large
Commission No.: ____________________________
My Commission Expires: _____________________
[EXECUTIONS CONTINUE ON FOLLOWING PAGE]
Page 11
Properties of the Southwest One, Inc.,
a Delaware corporation
CORPORATE By: /S/ XXXXX X. XXXXXXXX
SEAL ----------------------------------------
Xxxxx X. Xxxxxxxx, Vice President
Taxpayer Identification Number: 00-0000000
State of Missouri )
) SS:
County of _______ )
The foregoing instrument was acknowledged before me this ____ day of December,
2001, by Xxxxx X. Xxxxxxxx, as Vice President of Properties of the Southwest
One, Inc., a Delaware corporation , on behalf of the corporation. She is
personally known to me or has produced a driver's license, passport or military
identification, or other form of identification and did not take an oath.
Print or Stamp Name: _______________________
Notary Public, State of Missouri at Large
Commission No.: ____________________________
My Commission Expires: _____________________
[EXECUTIONS CONTINUE ON FOLLOWING PAGE]
Page 00
Xxxxxxxxx Xxxxxxxxx One, L.P., a Delaware limited
partnership
By: Bluegreen Southwest Land, Inc., a Delaware
corporation, Its General Partner
CORPORATE By: /S/ XXXXX X. XXXXXXXX
SEAL ----------------------------------------
Xxxxx X. Xxxxxxxx, Vice President
Taxpayer Identification Number: 00-0000000
State of Missouri )
) SS:
County of _______ )
The foregoing instrument was acknowledged before me this ____ day of December,
2001, by Xxxxx X. Xxxxxxxx, as Vice President of Bluegreen Southwest Land, Inc.
a Delaware corporation, the General Partner of Bluegreen Southwest One, L.P., a
Delaware limited partnership, on behalf of the limited partnership. She is
personally known to me or has produced a driver's license, passport or military
identification, or other form of identification and did not take an oath.
Print or Stamp Name: _______________________
Notary Public, State of Missouri at Large
Commission No.: ____________________________
My Commission Expires: _____________________
[EXECUTIONS CONTINUE ON FOLLOWING PAGE]
Page 13
Bluegreen Asset Management Corporation, a Delaware
corporation, successor by merger to Bluegreen
Corporation of Montana
CORPORATE By: /S/ XXXXX X. XXXXXXXX
SEAL ----------------------------------------
Xxxxx X. Xxxxxxxx, Vice President
Taxpayer Identification Number: 00-0000000
State of Missouri )
) SS:
County of _______ )
The foregoing instrument was acknowledged before me this _____day of December,
2001, by Xxxxx X. Xxxxxxxx, as Vice President of Bluegreen Asset Management
Corporation, a Delaware corporation, on behalf of the corporation. She is
personally known to me or has produced a driver's license, passport or military
identification, or other form of identification and did not take an oath.
Print or Stamp Name: _______________________
Notary Public, State of Missouri at Large
Commission No.: ____________________________
My Commission Expires: _____________________
[EXECUTIONS CONTINUE ON FOLLOWING PAGE]
Page 14
Bluegreen Carolina Lands, LLC, a Delaware limited
liability company
CORPORATE By: /S/ XXXXX X. XXXXXXXX
SEAL ----------------------------------------
Xxxxx X. Xxxxxxxx, Vice President
Taxpayer Identification Number: 00-0000000
State of Missouri )
) SS:
County of _______ )
The foregoing instrument was acknowledged before me this ____ day of December ,
2001, by Xxxxx X. Xxxxxxxx, as Vice President of Bluegreen Carolina Lands, LLC,
a Delaware limited liability company, on behalf of the limited liability
company. She is personally known to me or has produced a driver's license,
passport or military identification, or other form of identification and did not
take an oath.
Print or Stamp Name: _______________________
Notary Public, State of Missouri at Large
Commission No.: ____________________________
My Commission Expires: _____________________
[EXECUTIONS CONTINUE ON FOLLOWING PAGE]
Page 15
Bluegreen Corporation of Tennessee, a Delaware
corporation
CORPORATE By: /S/ XXXXX X. XXXXXXXX
SEAL ----------------------------------------
Xxxxx X. Xxxxxxxx, Vice President
Taxpayer Identification Number: 00-0000000
State of Missouri )
) SS:
County of _______ )
The foregoing instrument was acknowledged before me this _____ day of December,
2001, by Xxxxx X. Xxxxxxxx, as Vice President of Bluegreen Corporation of
Tennessee, a Delaware corporation, on behalf of the corporation. She is
personally known to me or has produced a driver's license, passport or military
identification, or other form of identification and did not take an oath.
Print or Stamp Name: _______________________
Notary Public, State of Missouri at Large
Commission No.: ____________________________
My Commission Expires: _____________________
[EXECUTIONS CONTINUE ON FOLLOWING PAGE]
Page 16
Bluegreen Corporation of the Rockies, a Delaware
corporation
CORPORATE By: /S/ XXXXX X. XXXXXXXX
SEAL ----------------------------------------
Xxxxx X. Xxxxxxxx, Vice President
Taxpayer Identification Number: 00-0000000
State of Missouri )
) SS:
County of _______ )
The foregoing instrument was acknowledged before me this ______ day of December,
2001, by Xxxxx X. Xxxxxxxx, as Vice President of Bluegreen Corporation of the
Rockies, a Delaware corporation, on behalf of the corporation. She is personally
known to me or has produced a driver's license, passport or military
identification, or other form of identification and did not take an oath.
Print or Stamp Name: _______________________
Notary Public, State of Missouri at Large
Commission No.: ____________________________
My Commission Expires: _____________________
[EXECUTIONS CONTINUE ON FOLLOWING PAGE]
Page 17
Bluegreen Properties of Virginia, Inc., a Delaware
corporation
CORPORATE By: /S/ XXXXX X. XXXXXXXX
SEAL ----------------------------------------
Xxxxx X. Xxxxxxxx, Vice President
Taxpayer Identification Number: 00-0000000
State of Missouri )
) SS:
County of _______ )
The foregoing instrument was acknowledged before me this _______ day of
December, 2001, by Xxxxx X. Xxxxxxxx, as Vice President of Bluegreen Properties
of Virginia, Inc., a Delaware corporation, on behalf of the corporation. She is
personally known to me or has produced a driver's license, passport or military
identification, or other form of identification and did not take an oath.
Print or Stamp Name: _______________________
Notary Public, State of Missouri at Large
Commission No.: ____________________________
My Commission Expires: _____________________
[EXECUTIONS CONTINUE ON FOLLOWING PAGE]
Page 18
Bluegreen Resorts International, Inc., a Delaware
corporation
CORPORATE By: /S/ XXXXX X. XXXXXXXX
SEAL ----------------------------------------
Xxxxx X. Xxxxxxxx, President
Taxpayer Identification Number: 00-0000000
State of Missouri )
) SS:
County of _______ )
The foregoing instrument was acknowledged before me this ____ day of December,
2001, by Xxxxx X. Xxxxxxxx, as President of Bluegreen Resorts International,
Inc., a Delaware corporation, on behalf of the corporation. She is personally
known to me or has produced a driver's license, passport or military
identification, or other form of identification and did not take an oath.
Print or Stamp Name: _______________________
Notary Public, State of Missouri at Large
Commission No.: ____________________________
My Commission Expires: _____________________
[EXECUTIONS CONTINUE ON FOLLOWING PAGE]
Page 19
Carolina National Golf Club, Inc., a North
Carolina corporation
CORPORATE By: /S/ XXXXX X. XXXXXXXX
SEAL ----------------------------------------
Xxxxx X. Xxxxxxxx, Vice President
Taxpayer Identification Number: 00-0000000
State of Missouri )
) SS:
County of _______ )
The foregoing instrument was acknowledged before me this _____ day of December,
2001, by Xxxxx X. Xxxxxxxx, as Vice President of Carolina National Golf Club,
Inc., a North Carolina corporation, on behalf of the corporation. She is
personally known to me or has produced a driver's license, passport or military
identification, or other form of identification and did not take an oath.
Print or Stamp Name: _______________________
Notary Public, State of Missouri at Large
Commission No.: ____________________________
My Commission Expires: _____________________
[EXECUTIONS CONTINUE ON FOLLOWING PAGE]
Page 20
Leisure Capital Corporation, a Vermont corporation
CORPORATE By: /S/ XXXXX X. XXXXXXXX
SEAL ----------------------------------------
SEAL Xxxxx X. Xxxxxxxx, Vice President
Taxpayer Identification Number: 00-0000000
State of Missouri )
) SS:
County of _______ )
The foregoing instrument was acknowledged before me this ____ day of December,
2001, by Xxxxx X. Xxxxxxxx, as Vice President of Leisure Capital Corporation, a
Vermont corporation, on behalf of the corporation. She is personally known to me
or has produced a driver's license, passport or military identification, or
other form of identification and did not take an oath.
Print or Stamp Name: _______________________
Notary Public, State of Missouri at Large
Commission No.: ____________________________
My Commission Expires: _____________________
[EXECUTIONS CONTINUE ON FOLLOWING PAGE]
Page 21
Bluegreen West Corporation, a Delaware corporation
CORPORATE By: /S/ XXXXX X. XXXXXXXX
SEAL ----------------------------------------
Xxxxx X. Xxxxxxxx, Vice President
Taxpayer Identification Number: 00-0000000
State of Missouri )
) SS:
County of _______ )
The foregoing instrument was acknowledged before me this _______ day of
December, 2001, by Xxxxx X. Xxxxxxxx, as Vice President of Bluegreen West
Corporation, a Delaware corporation, on behalf of the corporation. She is
personally known to me or has produced a driver's license, passport or military
identification, or other form of identification and did not take an oath.
Print or Stamp Name: _______________________
Notary Public, State of Missouri at Large
Commission No.: ____________________________
My Commission Expires: _____________________
[EXECUTIONS CONTINUE ON FOLLOWING PAGE]
Page 22
BG/RDI Acquisition Corp., a Delaware corporation
CORPORATE By: /S/ XXXXX X. XXXXXXXX
SEAL ----------------------------------------
Xxxxx X. Xxxxxxxx, President
Taxpayer Identification Number: 00-0000000
State of Missouri )
) SS:
County of _______ )
The foregoing instrument was acknowledged before me this _____ day of December ,
2001, by Xxxxx X. Xxxxxxxx, as President of BG/RDI Acquisition Corp., a Delaware
corporation, on behalf of the corporation. She is personally known to me or has
produced a driver's license, passport or military identification, or other form
of identification and did not take an oath.
Print or Stamp Name: _______________________
Notary Public, State of Missouri at Large
Commission No.: ____________________________
My Commission Expires: _____________________
[EXECUTIONS CONTINUE ON FOLLOWING PAGE]
Page 23
Bluegreen Corporation Great Lakes (WI), a
Wisconsin corporation
CORPORATE By: /S/ XXXXX X. XXXXXXXX
SEAL ----------------------------------------
Xxxxx X. Xxxxxxxx, Vice President
Taxpayer Identification Number: 00-0000000
State of Missouri )
) SS:
County of _______ )
The foregoing instrument was acknowledged before me this ___ day of December,
2001, by Xxxxx X. Xxxxxxxx, as Vice President of Bluegreen Corporation Great
Lakes (WI), a Wisconsin corporation, on behalf of the corporation. She is
personally known to me or has produced a driver's license, passport or military
identification, or other form of identification and did not take an oath.
Print or Stamp Name: _______________________
Notary Public, State of Missouri at Large
Commission No.: ____________________________
My Commission Expires: _____________________
[EXECUTIONS CONTINUE ON FOLLOWING PAGE]
Page 24
Bluegreen Corporation of Canada, a Delaware
corporation
CORPORATE By: /S/ XXXXX X. XXXXXXXX
SEAL ----------------------------------------
SEAL Xxxxx X. Xxxxxxxx, Vice President
Taxpayer Identification Number: 03- 0311034
State of Missouri )
) SS:
County of _______ )
The foregoing instrument was acknowledged before me this ____ day of December,
2001, by Xxxxx X. Xxxxxxxx, as Vice President of Bluegreen Corporation of
Canada, a Delaware corporation, on behalf of the corporation. She is personally
known to me or has produced a driver's license, passport or military
identification, or other form of identification and did not take an oath.
Print or Stamp Name: _______________________
Notary Public, State of Missouri at Large
Commission No.: ____________________________
My Commission Expires: _____________________
[EXECUTIONS CONTINUE ON FOLLOWING PAGE]
Page 25
Bluegreen Golf Clubs, Inc., a Delaware corporation
CORPORATE By: /S/ XXXXX X. XXXXXXXX
SEAL ----------------------------------------
Xxxxx X. Xxxxxxxx, Vice President
Taxpayer Identification Number: 00-0000000
State of Missouri )
) SS:
County of _______ )
The foregoing instrument was acknowledged before me this ________ day of
December, 2001, by Xxxxx X. Xxxxxxxx, as Vice President of Bluegreen Golf Clubs,
Inc., a Delaware corporation, on behalf of the corporation. She is personally
known to me or has produced a driver's license, passport or military
identification, or other form of identification and did not take an oath.
Print or Stamp Name: _______________________
Notary Public, State of Missouri at Large
Commission No.: ____________________________
My Commission Expires: _____________________
[EXECUTIONS CONTINUE ON FOLLOWING PAGE]
Page 26
Bluegreen Interiors, LLC, a Delaware limited
liability company
CORPORATE By: /S/ XXXXX X. XXXXXXXX
SEAL ----------------------------------------
Xxxxx X. Xxxxxxxx, Vice President
Taxpayer Identification Number: 00-0000000
State of Missouri )
) SS:
County of _______ )
The foregoing instrument was acknowledged before me this _____ day of December,
2001, by Xxxxx X. Xxxxxxxx, as President of Bluegreen Interiors, LLC, a Delaware
limited liability company, on behalf of the limited liability company. She is
personally known to me or has produced a driver's license, passport or military
identification, or other form of identification and did not take an oath.
Print or Stamp Name: _________________________
Notary Public, State of Missouri at Large
Commission No.: ____________________________
My Commission Expires: ______________________
[EXECUTIONS CONTINUE ON FOLLOWING PAGE]
Page 00
Xxxxxxxxx Xxxxxxxxx Xxxx, Inc., a Delaware
corporation
CORPORATE By: /S/ XXXXX X. XXXXXXXX
SEAL ----------------------------------------
Xxxxx X. Xxxxxxxx, Vice President
Taxpayer Identification Number: 00-0000000
State of Missouri )
) SS:
County of _______ )
The foregoing instrument was acknowledged before me this __ day of December,
2001, by Xxxxx X. Xxxxxxxx, as Vice President of Bluegreen Southwest Land, Inc.,
a Delaware corporation, on behalf of the corporation. She is personally known to
me or has produced a driver's license, passport or military identification, or
other form of identification and did not take an oath.
Print or Stamp Name: ________________________
Notary Public, State of Missouri at Large
Commission No.: _____________________________
My Commission Expires: ______________________
[EXECUTIONS CONTINUE ON FOLLOWING PAGE]
Page 28
New England Advertising Corp., a Vermont
corporation
CORPORATE By: /S/ XXXXX X. XXXXXXXX
SEAL ----------------------------------------
Xxxxx X. Xxxxxxxx, Vice President
Taxpayer Identification Number: 00-0000000
State of Missouri )
) SS:
County of _______ )
The foregoing instrument was acknowledged before me this ____ day of December,
2001, by Xxxxx X. Xxxxxxxx, as Vice President of New England Advertising Corp.,
a Vermont corporation, on behalf of the corporation. She is personally known to
me or has produced a driver's license, passport or military identification, or
other form of identification and did not take an oath.
Print or Stamp Name: ________________________
Notary Public, State of Missouri at Large
Commission No.: _____________________________
My Commission Expires: ______________________
[EXECUTIONS CONTINUE ON FOLLOWING PAGE]
Page 29
South Florida Aviation, Inc., a Florida corporation
CORPORATE By: /S/ XXXXX X. XXXXXXXX
SEAL ----------------------------------------
Xxxxx X. Xxxxxxxx, Vice President
Taxpayer Identification Number: 00-0000000
State of Missouri )
) SS:
County of _______ )
The foregoing instrument was acknowledged before me this ____ day of December ,
2001, by Xxxxx X. Xxxxxxxx, as Vice President of South Florida Aviation, Inc., a
Florida corporation, on behalf of the corporation. She is personally known to me
or has produced a driver's license, passport or military identification, or
other form of identification and did not take an oath.
Print or Stamp Name: ________________________
Notary Public, State of Missouri at Large
Commission No.: _____________________________
My Commission Expires: ______________________
[EXECUTIONS CONTINUE ON FOLLOWING PAGE]
Page 30
Winding River Realty, Inc., a North Carolina
corporation
CORPORATE By: /S/ XXXXX X. XXXXXXXX
SEAL ----------------------------------------
Xxxxx X. Xxxxxxxx, Vice President
Taxpayer Identification Number: 56-20955309
State of Missouri )
) SS:
County of _______ )
The foregoing instrument was acknowledged before me this ___ day of December,
2001, by Xxxxx X. Xxxxxxxx, as Vice President of Winding River Realty, Inc., a
North Carolina corporation, on behalf of the corporation. She is personally
known to me or has produced a driver's license, passport or military
identification, or other form of identification and did not take an oath.
Print or Stamp Name: ________________________
Notary Public, State of Missouri at Large
Commission No.: _____________________________
My Commission Expires: ______________________
[EXECUTIONS CONTINUE ON FOLLOWING PAGE]
Page 31
Jordan Lake Preserve Corporation, a North Carolina
corporation
CORPORATE By: /S/ XXXXX X. XXXXXXXX
SEAL ----------------------------------------
Xxxxx X. Xxxxxxxx, Vice President
Taxpayer Identification Number: 00-0000000
State of Missouri )
) SS:
County of _______ )
The foregoing instrument was acknowledged before me this ___ day of December,
2001, by Xxxxx X. Xxxxxxxx, as Vice President of Jordan Lake Preserve
Corporation, a North Carolina corporation, on behalf of the corporation. She is
personally known to me or has produced a driver's license, passport or military
identification, or other form of identification and did not take an oath.
Print or Stamp Name: ________________________
Notary Public, State of Missouri at Large
Commission No.: _____________________________
My Commission Expires: ______________________
[EXECUTIONS CONTINUE ON FOLLOWING PAGE]
Page 32
Leisure Communication Network, Inc., a Delaware
corporation
CORPORATE By: /S/ XXXXX X. XXXXXXXX
SEAL ----------------------------------------
Xxxxx X. Xxxxxxxx, Vice President
Taxpayer Identification Number: 00-0000000
State of Missouri )
) SS:
County of _______ )
The foregoing instrument was acknowledged before me this ___ day of December,
2001, by Xxxxx X. Xxxxxxxx, as President of Leisure Communication Network, Inc.,
a Delaware corporation, on behalf of the corporation. She is personally known to
me or has produced a driver's license, passport or military identification, or
other form of identification and did not take an oath.
Print or Stamp Name: ________________________
Notary Public, State of Missouri at Large
Commission No.: _____________________________
My Commission Expires: ______________________
Page 33
EXHIBIT "A"
BORROWING CERTIFICATE
As a Condition to Borrowing, Bluegreen Corporation and all other "Borrowers" (as
defined in that certain Amended and Restated Loan Agreement dated as of December
31, 2001) hereby attest to the following:
(a) Maintain at all times unrestricted cash and
unencumbered Timeshare Receivables of not less
than $20,000,000.00
Unrestricted Cash $ .00
Unencumbered Timeshare Receivables $ .00
--------
Total $ .00
(b) Certification that availability under the
Purchase/Warehousing Facility exists, in an
amount equal to or greater than the aggregate
outstanding balance under the FUNB Loan
Total Amount Available under Purchase/Warehousing Facility $ .00
Current Outstanding under that Facility $ .00
Remaining Availability under that Facility $ .00
Amount of Advance requested under FUNB Loan $ .00
Amount of all Outstanding Letters of Credit $ .00
--------
Total Outstanding $ .00
Availability under the Purchase/Warehousing Facility $ .00
By: Bluegreen Corporation, on behalf of said corporation, and on behalf of
all other "Borrowers" (as defined in that certain Amended and Restated Loan
Agreement dated as of December 31, 2001)
Authorized Signer: _____________________________________
Date: _____________________________________
Page 34
