0001169232-08-001204 Sample Contracts

AMENDED AND RESTATED OPERATING AGREEMENT OF BLUEGREEN/BIG CEDAR VACATIONS, LLC
Operating Agreement • March 3rd, 2008 • Bluegreen Corp • Real estate agents & managers (for others) • Delaware

THIS AMENDED AND RESTATED OPERATING AGREEMENT OF BLUEGREEN/BIG CEDAR VACATIONS, LLC (“Agreement”) is made and entered into as of this 31st day of December, 2007 (the “Effective Date”) by and among those Persons identified on Exhibit A attached hereto (the “Members”).

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SIXTH AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • March 3rd, 2008 • Bluegreen Corp • Real estate agents & managers (for others)

Bluegreen Corporation, a Massachusetts corporation 4960 Conference Way North, Suite 100 Boca Raton, Florida 33341 (Hereinafter referred to as “Bluegreen Corporation”)

AMENDED AND RESTATED SERVICING AGREEMENT
Servicing Agreement • March 3rd, 2008 • Bluegreen Corp • Real estate agents & managers (for others) • Missouri

THIS AMENDED AND RESTATED SERVICING AGREEMENT (“Agreement”) is effective as of the 31st day of December, of 2007, and is made and entered into 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”).

LOAN AGREEMENT
Loan Agreement • March 3rd, 2008 • Bluegreen Corp • Real estate agents & managers (for others)

This Agreement applies to the loan (the “Loan”) evidenced by that certain Promissory Note dated as of even date herewith from Borrower in favor of Bank in the original principal amount of $12,080,000.00 (as the same may be amended, restated, modified or replaced from time to time, the “Note”), that certain Deed of Trust, Assignment of Rents and Security Agreement (as the same may be amended, restated, modified or replaced from time to time, the “Deed of Trust”), and all Loan Documents. The terms “Loan Documents” and “Obligations,” as used in this Agreement, are defined in the Note.

AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • March 3rd, 2008 • Bluegreen Corp • Real estate agents & managers (for others) • Missouri

THIS AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT (“Agreement”) dated as of the 31st day of December, 2007, is made 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.”

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