EXHIBIT 10.118
as of October 8, 2003
BXG Receivables Note Trust 2001-A
c/o Wilmington Trust Company
Xxxxxx Square North
0000 X. Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
Re: Asset Backed Notes, Series 2001-A
Ladies and Gentlemen:
Reference is made to (i) that certain Amended and Restated Note
Purchase Agreement (the "Note Purchase Agreement"), dated as of April 17, 2002,
by and among BXG Receivables Note Trust 2001-A, as Issuer (the "Issuer"),
Bluegreen Receivables Finance Corporation V, as Depositor (the "Depositor"),
Bluegreen Corporation, as Seller and Servicer ("Bluegreen"), the Purchasers
party thereto and the undersigned Resort Finance LLC (as successor to ING
Capital LLC), as Agent ("RFL"), relating to your Asset Backed Notes, Series
2001-A, and (ii) that certain Xxxxxxx and Restated Indenture (the "Indenture"),
dated as of April 17, 2002, by and among the Issuer and U.S. Bank National
Association (formerly known as U.S. Bank Trust National Association), as
Indenture Trustee (the "Indenture Trustee"). Capitalized terms used herein and
not defined shall have the meanings ascribed to them in the Note Purchase
Agreement, the Indenture or the Amended and Restated Sale and Servicing
Agreement (the "Sale and Servicing Agreement"), dated as of April 17, 2002, by
and among the Depositor, the Issuer, Bluegreen, Concord Servicing Corporation,
as Backup Servicer and the Indenture Trustee.
1. Pursuant to Section 2.2(d) of the Note Purchase Agreement, you
are hereby notified that each Purchaser has agreed and by execution hereof,
confirms such agreement, to extend the Commitment Expiration Date from September
30, 2003 to March 31, 2004.
2. Notwithstanding the definition of "Funding Rate" in the Note
Purchase Agreement, except when and to the extent that an Amortization Event
(NPA) shall have occurred and be continuing, the "Funding Rate" under the Note
Purchase Agreement shall be one-month LIBOR. To the extent that an Amortization
Event (NPA) shall have occurred and is continuing, the "Funding Rate" shall be
as specified in the Note Purchase Agreement.
3. Notwithstanding the definition of "Facility Limit" in the Sale
and Servicing Agreement, pursuant to the definition of "Facility Limit" therein,
RFL, as Agent, hereby notifies you that the Facility Limit is $100,000,000 and
the Commitments of the Purchasers under the Note Purchase Agreements is hereby
increased to $100,000,000 accordingly.
4. On each Payment Date after the execution of this letter
agreement, the Issuer will be required to pay to the Agent (A) until the
Facility Termination Date, a program fee ("Program Fee") equal to the product of
the Facility Limit and 1/12 of 0.25%, and (B) a utilization fee ("Utilization
Fee") equal to the product of (i) the product of (x) a fraction, the numerator
of which is 2.00% and the denominator of which is 360 and (y) the number of days
elapsed since the Payment Date immediately preceding such Payment Date and (ii)
the average daily Note Principal Balance for the period from the Payment Date
immediately preceding such Payment Date to the day prior to such Payment Date.
The Program Fees and Utilization Fees shall be paid pursuant to Section 3.2 of
the Sale and Servicing Agreement. The Issuer is hereby notified that this letter
agreement shall constitute the "Fee Letter" for purposes of Section 2.3(a) of
the Note Purchase Agreement, this letter agreement supersedes the Fee Letter
dated as of April 17, 2002 from ING Capital LLC to the Issuer in its entirety
and this letter agreement shall constitute a Related Document for all purposes
of the Indenture and the Note Purchase Agreement, and that the failure to pay
the Fees set forth in this letter agreement shall constitute an Amortization
Event for purposes of Section 5.1 of the Indenture.
5. Other than as specified in the paragraphs above, all other terms
of the Note Purchase Agreement and other Transaction Documents shall continue in
full force and effect.
6. This letter agreement shall be governed by the laws of the State
of New York.
Please signify your agreement to and acceptance of the foregoing by
executing this letter agreement in the space provided below.
Very truly yours,
RESORT FINANCE LLC,
as Agent and Purchaser
By: /S/ XXXXXX X. XXXXXXX
-----------------------
Name: XXXXXX X. XXXXXXX
Title: VICE PRESIDENT
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Agreed to and accepted as
of the date first above written:
BXG RECEIVABLES NOTE TRUST 2001-A
By: Wilmington Trust Company,
not in its individual capacity, but solely as Owner Trustee
By: /S/ XXXXXX XXXXX
---------------------------------
Name: XXXXXX X. XXXXX
Title: FINANCIAL SERVICES OFFICER
BLUEGREEN CORPORATION, as Seller and Servicer
By: /S/ XXXXX X. XXXX
---------------------------
Name: XXXXX X. XXXX
Title: VICE PRESIDENT
Bluegreen Receivables Finance Corporation V, as Depositor
By: /S/ XXXXX X. XXXX
---------------------------
Name: XXXXX X. XXXX
Title: PRESIDENT & SECRETARY
cc: U.S. Bank Trust National Association
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