FOURTH MODIFICATION AGREEMENT (AD&C LOAN AGREEMENT) AND AMENDMENT TO PROJECT LOAN COMMITMENTS

FOURTH MODIFICATION AGREEMENT (AD&C LOAN AGREEMENT) AND AMENDMENT TO PROJECT LOAN COMMITMENTS

          This Fourth Modification Agreement (AD&C Loan Agreement) and Amendment to Project Loan Commitments (this “ Amendment ”), dated as of July 1, 2009 (subject to the effectiveness hereof as provided in Paragraph 7 below, the “ Effective Date ”), is entered into by and among (i) B LUEGREEN V ACATIONS U NLIMITED, I NC., a Florida corporation ( “ Bluegreen Vacations ” ), (ii) B LUEGREEN N EVADA, LLC, a Delaware limited liability company ( “ Bluegreen Nevada ” ) (collectively, “ Borrower ”), (iii) B LUEGREEN C ORPORATION, a Massachusetts corporation ( “ Bluegreen ” , and collectively with Borrower, the “ Borrower Parties ” ), and (iv) GMAC C OMMERCIAL F INANCE, LLC, a Delaware limited liability company ( “ Lender ” ), successor by merger to RFC Resort Funding, LLC, a Delaware limited liability company ( “ RFC Resort Funding ” ).

R E C I T A L S :

          A.          Residential Funding Company, LLC, a Delaware limited liability company, formerly known as Residential Funding Corporation, a Delaware corporation ( “ Original Lender ” ) made a loan (the “ Loan ”) to Borrower in the amount of up to ONE HUNDRED FIFTY MILLION AND NO/100 DOLLARS ($150,000,000.00), governed by that certain Loan Agreement, dated as of February 10, 2003, entered into by and between Borrower and Original Lender, as amended by (i) that certain Modification Agreement (AD&C Loan Agreement), dated as of September 10, 2003; (ii) that certain Second Modification Agreement (AD&C Loan Agreement), dated as of September 15, 2004; and (iii) that certain Third Modification Agreement (AD&C Loan Agreement), dated as of February 15, 2006 (as the same may have been amended, restated, or modified from time to time, the “ Loan Agreement ” ), and evidenced by that certain Revolving Promissory Note, dated as of February 10, 2003 (as the same may be amended, restated, or modified from time to time, the “ Note ”), executed by Borrower, as maker, payable to Original Lender in the stated principal amount of $150,000,000.00 (all such indebtedness being hereinafter referred to as the “ Indebtedness ”).

          B.          Original Lender previously assigned all right, title and interest in and to (but not the funding obligations under) the Loan Agreement and all Loan Documents (as defined in the Loan Agreement, hereinafter collectively, the “ Loan Documents ” ) to RFC Resort Funding, predecessor by merger to Lender. Original Lender subsequently assigned all funding obligations under the Loan Agreement to Lender. Lender is the owner of all right, title and interest in and to the Loan Documents. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Loan Agreement, as applicable.

          C.          In connection with the Loan Agreement, Borrower and Lender executed that certain Project Commitment, dated as of April 26, 2007 (as the same may have been amended, restated, or modified from time to time, the “ Fountains Project Commitment ” ), with respect to Buildings 8 and 11 (Building 11 is now known as Building 10, but for purposes of this Amendment, shall be referred to as Building 11) and a water amenity to be constructed at the timeshare resort known as the Fountains Resort in Orange County, Florida (the “ Fountains Resort ” ). The first tranche of the Project Loan Amount (as defined in the Fountains Project Commitment), to be used toward the construction and development of said Buildings 8 and 11, was not to exceed $51,694,755.00 (the “ Fountains Resort Buildings 8 and 11 Project Loan ” ).

          D.          In connection with the Loan Agreement, Borrower and Lender executed that certain Project Commitment, dated as of May 18, 2006, as amended by (i) that certain Amendment No. 1 to Project Commitment, dated as of July 31, 2007, and (ii) that certain Amendment No. 2 to Project Commitment, dated as of July 30, 2008 (as the same may have been amended, restated, or modified from time to time, the “ Bluegreen Club 36 Project Commitment ” ), with respect to the timeshare resort known as the Bluegreen Club 36 Resort in Clark County, Nevada (formerly known as McCarran Village) (the “ Bluegreen Club 36 Resort ” ). The Project Loan Amount (as defined in the Bluegreen Club 36 Project Commitment) was not to exceed $100,302,174.00 (the “ Bluegreen Club 36 Project Loan ” ).

          E.          Borrower’s obligations to Lender under the Note and the Loan Documents are secured by, among other things:

          F.          Borrower’s obligations to Lender under the Note and the Loan Documents are also secured by, among other things, that certain Guaranty Agreement, dated as of February 10, 2003 (the “ Guaranty ” ), executed by Bluegreen in favor of Original Lender.

          G.          Lender and the Borrower Parties hereby desire to modify the Loan Agreement and the Loan Documents as herein provided, subject to the terms, conditions, covenants and limitations contained in this Amendment.

A C K N O W L E D G M E N T S :

          (a)          The Borrower Parties and Lender hereby acknowledge and agree to the accuracy of all Recitals included in this Amendment.

          (b)          The Borrower Parties acknowledge and agree that (i) as of June 29, 2009, (i) the outstanding principal amount of the Fountains Resort Buildings 8 and 11 Project Loan is $19,314,785.25, (ii) the outstanding principal amount of the Bluegreen Club 36 Project Loan is $70,820,872.43, exclusive of costs, fees, and other

expenses payable by Borrower under the Loan Agreement, and (iii) the Indebtedness is without offset, reduction, or counterclaim.

A G R E E M E N T :

          NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree to the above Recitals, Acknowledgments and as follows:

          1.           Definitions . All capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Loan Agreement. Unless otherwise specified, all section references herein refer to sections of the Loan Agreement.

          2.           No Further Obligation to Advance . The Borrower Parties hereby acknowledge and agree that, notwithstanding anything to the contrary set forth in Section 2.1 of the Loan Agreement, from and after the Effective Date, Lender (including its predecessors, successors, assigns or affiliates) has no prior or further obligation whatsoever to advance Loan disbursements under the Loan Agreement or otherwise.

          3.           Funding Costs of Interest Payments . From and after the Effective Date, Borrower agrees to fund any and all costs of interest payments under the Loan directly out of its own funds.

          4.           Extended Repayment Date and Restructure of Payments under Bluegreen Club 36 Project Commitment . As of the Effective Date, the Bluegreen Club 36 Project Commitment shall be amended to provide that (i) the Project Loan Repayment Date for Bluegreen Club 36 Project Loan, as defined in the Bluegreen Club 36 Project Commitment, shall be redefined as June 30, 2012; and (ii) the Minimum Required Principal Payments, as defined in the Bluegreen Club 36 Project Commitment, shall be redefined as follows:

          5.           Restructure of Payments under Fountains Project Commitment . As of the Effective Date, the Fountains Project Commitment shall be amended to provide that the Minimum Required Principal Payments – Buildings Tranche, as defined in the Fountains Project Commitment, for the Fountains Resort Buildings 8 and 11 Project Loan, shall be redefined as follows:

          6.         Liens on Additional Collateral .

          The Linville Falls Property and the North Myrtle Beach Property shall be collectively referred to herein as the “ Additional Resort Collateral ” . Borrower shall be responsible for the payment of all title premiums for the issuance of lender’s policies of title insurance in favor of Lender for each of the Linville Falls Deed of Trust and the North Myrtle Beach Deed of Trust, in an amount satisfactory to Lender, as well as all taxes, recording fees, or other assessments payable on account of each of the Linville Falls Deed of Trust and the North Myrtle Beach Deed of Trust. Lender’s counsel will hold the Linville Falls Deed of Trust and the North Myrtle Beach

Deed of Trust in escrow until such time as the title commitments for each of the Linville Falls Project and the North Myrtle Beach Project are reasonably acceptable to Lender, at which time it shall record such documents in the appropriate real property records (subject to Borrower’s obligation set forth above to pay any and all taxes, recording fees, or other assessments payable on account of such recording).

          7.           Sale of Additional Resort Collateral . Upon the closing of the sale of any of the Additional Resort Collateral, whether in whole or in part, Lender shall receive, at the closing of such sale or sales, seventy-five percent (75%) of the net sale proceeds shown on the closing statement therefor. Lender shall have the right to approve any such closing statements and the amount of such net sale proceeds as a condition to Borrower’s ability to sell any such Additional Resort Collateral, such approval not to be unreasonably withheld or delayed.

          8.           Revised Definition of “Net Worth” . Effective as of the Effective Date, the definition of “Net Worth” in Section 1.1 of the Loan Agreement shall be amended and restated in its entirety, as follows: